10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

Amendment No. 1

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year

ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number

001-35375

Zynga Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		42-1733483
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

699 Eighth Street San Francisco , CA		94103
(Address of principal executive offices)		(Zip Code)

(855)

449-9642

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A common stock, par value $0.00000625 per share	ZNGA	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days

Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or reviewed financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report

. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule

12b-2). Yes ☐ N

o ☒

The aggregate market value of the voting stock held by

non-affiliates

of the registrant on June 30, 2021, based upon the closing price of $10.63 of the registrant’s Class A Common Stock as reported on the Nasdaq Global Select Market, was approximately

$10.9

billion, which excludes 64.5 million shares of the registrant’s common stock held on June 30, 2021 by then current executive officers, directors, and stockholders that the registrant has concluded are affiliates of the registrant.

As of March 31, 2022, there wer

e 1,137,275,859

shares of the registrant’s Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


Auditor Firm PCAOB ID: 42		Auditor Name: Ernst & Young		Auditor Location: San Jose, CA


		Page

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		1

Item 11.	Executive Compensation		17

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		38

Item 13.	Certain Relationships and Related Transactions, and Director Independence		40

Item 14.	Principal Accounting Fees and Services		41

PART IV

Item 15.	Exhibits, Financial Statement Schedules		43

	Signatures		44



Mark Pincus

Director since: 2007 Age: 56		Mark Pincus is founder and Chairman of the Board of Zynga. He has served as our Chairman from April 2007 to March 2016, as Executive Chairman from March 2016 to May 2018, and as Chairman since May 2018. He previously served as Chief Executive Officer from April 2007 to July 2013 and from April 2015 to March 2016, and as Chief Product Officer from April 2007 to April 2014. An accomplished entrepreneur and investor, Mr. Pincus is a co-founding member of Reinvent Capital. In 2014, Mr. Pincus founded superlabs, a San Francisco-based product lab focused on developing products that connect and empower people, which was acquired by Zynga in 2015. He also founded Zynga.org in 2009, a non-profit organization dedicated to using social games for social good. From 2003 to 2007, Mr. Pincus served as Chief Executive Officer and Chairman of Tribe.net, a company he launched and one of the first social networks in the industry. From 1997 to 2000, he served as Chairman of Support.com, Inc., a help desk automation software company he founded, and he served as Chief Executive Officer and President from December 1997 to July 1999. From 1996 to 1997, he served as Chief Executive Officer of FreeLoader, Inc., a web-based news company he founded. Mr. Pincus also made founding investments in Napster, Twitter and Facebook. Mr. Pincus graduated summa cum laude from University of Pennsylvania’s Wharton School of Business and earned an MBA from Harvard Business School. He is an angel investor in multiple Silicon Valley startups and regularly lectures at Stanford Graduate School of Business and Harvard Business School on topics including entrepreneurship, product and game design and managing at scale. He also designed and taught the first product management class at Stanford Graduate School of Business.



Frank Gibeau

Director since: 2015 Age: 53		Frank Gibeau is the Chief Executive Officer of Zynga. He joined Zynga as CEO in March 2016 and has been a member of the Zynga Board of Directors since August 2015. He is a mobile, PC and console gaming industry expert with 25 years of experience in interactive entertainment. As Zynga’s CEO, Mr. Gibeau led the company’s turnaround and transition to rapid growth. Zynga’s market cap during his tenure as CEO has grown significantly, in large part, due to optimizing live services and fortifying the company’s portfolio of popular franchises, including CSR Racing, Words With Friends, and Zynga Poker. Under Mr. Gibeau’s leadership, Zynga has acquired a pipeline of games including global hits Empires & Puzzles , Merge Dragons! , Toon Blast and Golf Rival , as well as secured game development partnerships with some of the world’s most iconic brands and entertainment franchises, such as Game of Thrones, Harry Potter, and Star Wars. Mr. Gibeau’s groundbreaking series of studio acquisitions, including Gram Games, Small Giant Games, Peak, Rollic and StarLark, along with innovation and success across the games portfolio, have positioned Zynga as a leader in interactive entertainment companies. Mr. Gibeau spent more than two decades at Electronic Arts where he held a number of influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development and publishing for the company’s fast-growing mobile games business. In that role, Mr. Gibeau managed EA’s portfolio of popular mobile franchises including The Simpsons: Tapped Out, Plants vs. Zombies, Real Racing, Bejeweled, Star Wars, Minions, SimCity, EA SPORTS and The Sims. In addition, Mr. Gibeau spearheaded the creation of new mobile IP and platform technology, as well as EA’s Chillingo publishing operation. Prior to leading EA’s mobile business, Mr. Gibeau was President of EA Labels from 2011 to 2013, where he oversaw IP development, worldwide product management and marketing for major console and PC properties including Battlefield, FIFA, Madden NFL, Need for Speed, SimCity, Star Wars: The Old Republic, Mass Effect, Dragon Age and The Sims. He also spent four years as the President of the EA Games Label, leading a successful business turnaround that resulted in increased product quality, on-time game delivery and dramatically reduced costs. Before that, Mr. Gibeau acted as EA’s Executive Vice President and General Manager of The Americas, where he was directly responsible for a publishing operation that accounted for more than $1.5 billion of EA’s annual revenue. While at EA, Mr. Gibeau also served as Executive Producer of the major motion picture “Need For Speed,” which was released in 2014. For the past five years, Mr. Gibeau has served as the Chairman of the Corporate Advisory Board for the Marshall School of Business at the University of Southern California. He previously served on the Board of Directors for Cooliris, a mobile content and communication technology company; and, Graphiq, a data visualization company. Mr. Gibeau received a Bachelor of Science in Business Administration from the University of Southern California and a Masters of Business Administration from Santa Clara University.
Qualifications Mr. Gibeau was selected to serve on the Board due to his extensive leadership, knowledge and experience with the mobile, PC and console gaming industries. In addition, as our Chief Executive Officer, Mr. Gibeau has personally overseen the hiring our current senior management team, has a deep perspective on our operations, and provides key insight and advice in the Board’s consideration and oversight of corporate strategy and management development.



Dr. Regina E. Dugan

Director since: 2014 Age: 59 Current Committees: Compensation and Nominating and Corporate Governance Independent		Dr. Regina E. Dugan is currently the President & CEO of Wellcome Leap and also serves on the Board of Directors at Cruise, LLC. Previously, Dr. Dugan served as the VP of Engineering at Facebook (NASDAQ: FB) from May 2016 until January 2018. In this position, she led Facebook’s “Building 8”, the company’s breakthrough consumer electronic product shipping, development, and R&D organization. She also served as VP of Engineering, Advanced Technology and Projects at Google Inc. (NASDAQ: GOOG, GOOGL) from March 2012 until May 2016, including 2 years as Senior Vice President of Advanced Technology and Projects at Google’s Motorola Mobility division, a telecommunications equipment company. She was the 19th director of the Defense Advanced Research Projects Agency, the principal agency within the U.S. Department of Defense for research, development and demonstration of high-risk, high-payoff capabilities for National Security from July 2009 to March 2012. Dr. Dugan also previously served on the Board of Directors of Varian Medical Systems, Inc. (NYSE: VAR), a manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. Dr. Dugan holds a Ph.D. in Mechanical Engineering from the California Institute of Technology. She was named a Caltech Distinguished Alumni, one of 256 historical honorees, and has been inducted into the VaTech Academy of Engineering Excellence.
Qualifications Dr. Dugan was selected to serve on the Board for her leadership in innovation and technology development and her demonstrated track record of inspiring teams to reevaluate and reimagine technologies and processes. Dr. Dugan brings a depth of perspective on important issues such as cybersecurity, privacy, operating principles and governance matters. Dr. Dugan’s professional experience contributes to the overall perspective and dialogue among our Board.



William “Bing” Gordon

Director since: 2008 Age: 72		Bing Gordon has been a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since June 2008. Mr. Gordon co-founded Electronic Arts Inc. (NASDAQ: EA) and served as its Executive Vice President and Chief Creative Officer from March 1998 to May 2008. Mr. Gordon serves on the boards of directors and the compensation and leadership committee of Duolingo, Inc. (NASDAQ: DUOL), a mobile learning platform company, and is Chairman of the board of directors and member of the nomination committee of Truecaller AB (NASDAQ Stockholm: TRUE-B), a global platform for verifying contacts and blocking unwanted communications. He also serves on the board of directors of N3twork, a media sharing company and Airtime Media Inc., a messaging company. Mr. Gordon is a special advisor to the board of directors of Amazon.com, Inc. (NASDAQ: AMZN) and was previously a member of its board from 2003 until January 2018. He was also a founding director at ngmoco, LLC (acquired by DeNA Co. Ltd. in 2010) and Audible, Inc. (acquired by Amazon.com, Inc. in 2008). Mr. Gordon was awarded the Academy of Interactive Arts & Sciences’ Lifetime Achievement Award in 2011 and held the game industry’s first endowed chair in game design at the University of Southern California School of Cinematic Arts. Mr. Gordon earned an M.B.A. from the Stanford Graduate School of Business and a B.A. from Yale University.
Qualifications Mr. Gordon was selected to serve on the Board due to his extensive leadership and entrepreneurial experience as a senior executive of EA, a company he co-founded and through which he gained experience with emerging technologies and consumer-focused product development and marketing issues, as well as his experience as a venture capitalist investing in and guiding technology companies. As a special consultant to Zynga, Mr. Gordon also possesses and contributes in-depth knowledge and understanding of our studio operations and game development efforts.



Louis J. Lavigne, Jr.

Director since: 2015 Age: 73 Current Committees: Audit, Nominating and Corporate Governance Independent		Louis J. Lavigne, Jr. has been Managing Partner of Laman Partners, LLC, a management consulting firm focusing on finance, strategy, and management since 2019 and Lavrite, LLC since 2005. Mr. Lavigne has served on the boards of directors of several public and private companies and institutions. Mr. Lavigne served in various executive capacities with Genentech, Inc. (NYSE: DNA), a biotech company, for over 20 years, including, Chief Financial Officer from 1988 to 2005, Executive Vice President from 1997 to 2005; Senior Vice President from 1994 to 1997; Vice President from 1986 to 1994; and Controller from 1983 to 1986. Mr. Lavigne was named the Best CFO in Biotech in 2005 in the Institutional Investor Survey, and in June 2006, he received the Bay Area CFO of the Year-Hall of Fame Lifetime Achievement Award. Mr. Lavigne serves as the lead director, chair of the audit committee, and member of the compensation committee of Alector, Inc. (NASDAQ:ALEC), a neurology- immunology company, where has been a director since October 2018. Mr. Lavigne has also served as a member and chairperson of the board, chair of the compensation committee, and member of the nominations committee of Accuray Incorporated (NASDAQ: ARAY), a radiation oncology company, from 2009 to 2021; as the lead director and chair of the audit committee of Rodan + Fields, LLC a private skincare company, from 2015 to 2021; as a member of the board, chair of the audit committee, and member of the compensation committee of DocuSign Inc.(NASDAQ:DOCU), an eSignature transaction management company, from 2013 to 2020; as a member of the board of directors and chair of the audit committee of Puppet, Inc., a private information cloud automation system management company, from 2015 to 2019; as a member of the board of directors of Assertio Holdings, Inc. (NASDAQ: ASRT), a specialty pharmaceutical company, from 2013 to 2019, where he was also chair of the compensation committee and previously the audit committee; and as a director and chair of the audit committee of NovoCure, Limited (NASDAQ:NVCR),a commercial stage oncology company, from 2013 to 2018. Mr. Lavigne was also a member of the board of directors, the audit committee, and the science and technology committee of Allergan, Inc., a technology-driven, global health care company that provides specialty pharmaceutical products worldwide, from 2005 until its acquisition by Actavis plc in 2015; as a director and chair of the audit committee of SafeNet, Inc., a private information security company, from 2010 until its acquisition by Gemalto NV in 2015; and as a director of BMC Software, Inc., an enterprise systems software vendor, from 2004 to 2007 and from 2008 to 2013, when it was acquired by a private investor group. From 2011 to 2019, Mr. Lavigne was a board member and member of the audit and finance committees of the UCSF Benioff Children’s Hospitals and the UCSF Children’s Hospitals Foundation where he also was the prior chair of the board. Mr. Lavigne holds a B.S. in Finance from Babson College and an M.B.A. from Temple University.
Qualifications Mr. Lavigne was selected to serve on the Board due to his extensive experience in business operations and management, strategy, finance, accounting and public company governance through his experience as a chief financial officer of a large, complex publicly-traded company and his extensive board leadership positions with a number of public company boards, audit committees and other organizations.



Carol G. Mills

Director since: 2017 Age: 68 Current Committees: Audit, Compensation Independent		Carol G. Mills has been an independent consultant since February 2006. Ms. Mills is or has been a member of the board of directors of numerous public and private companies: Alaska Communications Systems Group, Inc., a provider of broadband solutions, from 2013 to 2015; Ingram Micro Inc., an electronics company and information technology distributor, from 2014 to 2016; Adobe Systems Incorporated (NASDAQ: ADBE) from 1998 to 2011; Blue Coat Systems, Inc. from 2009 to 2012; RELX Group (NYSE: RELX) from 2016 to 2019, Tekelec, Inc. from 2007 to 2012, WhiteHat Systems from 2014 to 2017, and Xactly from 2010 to 2018. Prior to her board service, she spent more than 30 years in top level operating positions (CEO, EVP, and SVP) at Hewlett-Packard, Juniper Networks, and Acta Technology. Ms. Mills holds a B.A. in Economics from Smith College and an M.B.A. from Harvard University.
Qualifications Ms. Mills was selected to serve on our Board due to her significant managerial experience as an operating executive in technology industries, and her independence and substantial background in corporate governance, operations, and finance gained from serving on the boards of directors of several public companies.


Janice M. Roberts

Director since: 2017 Age: 66 Current Committees: Compensation (Chair) Independent Lead Independent Director		Janice M. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonprofit organizations. She also serves on the public boards of Zebra Technologies, Inc. (NASDAQ: ZBRA) and Netgear, Inc. (NASDAQ:NTGR). Other recent public boards include RealNetworks, Inc. (NASDAQ:RNWK) and ARM Holdings Plc until its acquisition by the SoftBank Group. Ms. Roberts has served as a Partner at Benhamou Global Ventures from 2014, where she invests in early stage and “cross-border” companies. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund; investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures, and President of the Palm Computing Business Unit. Ms. Roberts is Director of GBx Global.org, a curated network of British technology executives in Silicon Valley; supporting cross-border initiatives and emerging companies. She also serves on the advisory board of Illuminate Ventures and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017. Ms. Roberts holds a Bachelor of Commerce degree (honors) from the University of Birmingham in the U.K.
Qualifications Ms. Roberts was selected to serve on the Board due to her extensive executive-level experience with technology companies, including companies focused on mobile and wireless communications technologies, as well as her independence and professional experience as an investor and director of public and private companies.



Ellen F. Siminoff

Director since: 2012 Age: 54 Current Committees: Audit, Nominating and Corporate Governance (Chair) Independent		Ellen Siminoff is a long-tenured media and technology executive and board member. From 2007 to 2018, she was President and CEO of Shmoop University, an educational publishing company which has built millions of units of content. Ellen served as President and CEO of Efficient Frontier, a pioneer in the field of dynamic Search Engine Marketing (SEM) management services. Ms. Siminoff joined near the company’s founding and built Efficient Frontier to manage over $1 billion in marketing spend. Efficient Frontier was sold to Adobe for $425 million. Prior to Efficient Frontier, Ms. Siminoff had six years as a founding executive at Yahoo!. During her tenure, she led Business Development (VP, Business Development and Planning), Corporate Development (SVP, Corporate Development) and ran the Small Business and Entertainment Business units. Among other boards and advisory relationships, she currently serves on the board of Zynga; the board of Discovery Education, the global leader in standards-aligned digital curriculum resources and professional learning for K-12 classrooms; the board of BigCommerce, a leading SAAS ecommerce platform, and the board of Verifone, the pre-eminent global payments platform. She has served as a member of the Advisory Board of Stanford University’s Graduate School of Business and serves on the President’s Advisory Council of Princeton University. Other prior board experiences include SolarWinds, US Auto Parts Network, Journal Communications, and Mozilla Corporation, the developers of Firefox browsers. Ms. Siminoff graduated Stanford’s Graduate School of Business with an M.B.A. and Princeton University with an A.B. in Economics. She is currently enrolled in the Harvard University online software engineering program, where she plans to continue studying.
Qualifications Ms. Siminoff was selected to serve on the Board due to her breadth of professional experiences in emerging growth and technology companies, her backgrounds in marketing and advertising, her knowledge of consumer trends and expertise in corporate and business development, her governance experience as a director of several public companies, and her success in a variety of industries.


Noel B. Watson, Jr.

Director since: 2020 Age: 46 Current Committees: Audit (Chair) Independent		Noel Watson currently serves as Chief Financial Officer of LegalZoom.com, Inc.(NASDAQ: LZ), an online legal technology company, and has held this position since November of 2020. Immediately prior to his position at LegalZoom, Mr. Watson served as the Chief Financial Officer of TrueCar, Inc. (NASDAQ: TRUE), an automotive digital marketplace. Beginning in February 2016 and prior to joining TrueCar, Mr. Watson held the position of Chief Accounting Officer of TripAdvisor Inc. (NASDAQ: TRIP), an online travel company. Prior, Mr. Watson has served in various accounting roles with TripAdvisor, most recently as the Company’s Vice President—Accounting, and Controller. Mr. Watson began his career at Arthur Andersen LLP and received his bachelor’s degree in accounting from Bryant University.
Qualifications Mr. Watson was selected to serve on the Board due to his extensive expertise in finance, audit, accounting and fundraising matters, and his experience with technology and growth companies.



Audit Committee Chair	Compensation Committee Chair	Nominating and Corporate Governance Committee Chair

Noel B. Watson, Jr.	Janice M. Roberts	Ellen F. Siminoff



Name	Audit (1)	Compensation	Nominating and Corporate Governance

Mark Pincus

Frank Gibeau

Dr. Regina E. Dugan		Member	Member

William “Bing” Gordon

Louis J. Lavigne, Jr.	Chair / Member		Member

Carol G. Mills	Member	Member

Janice M. Roberts		Chair

Ellen F. Siminoff	Member		Chair

Noel B. Watson, Jr.	Member / Chair



Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)			All Other Compensation ($)			Total ($)
Dr. Regina E. Dugan	$	70,000	(2)	$	224,996	(3)	$	—		$	294,996
William “Bing” Gordon	$	50,000	(4)	$	224,996	(3)	$	499,994	(5)	$	774,990
Louis J. Lavigne, Jr.	$	97,500	(6)	$	224,996	(3)	$	—		$	322,496
Carol G. Mills	$	85,000	(7)	$	224,996	(3)	$	—		$	309,996
Mark Pincus	$	150,000	(8)	$	224,996	(3)	$	—		$	374,996
Janice M. Roberts	$	135,000	(9)	$	224,996	(3)	$	—		$	359,996
Ellen F. Siminoff	$	85,000	(10)	$	224,996	(3)	$	—		$	309,996
Noel B. Watson, Jr.	$	77,500	(11)	$	224,996	(3)	$	—		$	302,496


Role		Required Stock Ownership (1)

Non-Employee Directors		Three times the annual Board cash and RSU retainer
Chief Executive Officer		Six times base salary
Executive Officers (other than the Chief Executive Officer)		Three times base salary



Audit Committee

Met 6 times in 2021 Current Committee Members Noel B. Watson, Jr. (Chair) Louis J. Lavigne, Jr. Carol G. Mills Ellen F. Siminoff		The Audit Committee engages and evaluates Zynga’s independent registered public accounting firm and discusses with our independent registered public accounting firm the scope of their examinations, including areas where either the committee or the independent accountants believe special emphasis should be directed. The committee assesses the independence of Zynga’s independent registered public accounting firm and monitors the rotation of the partners assigned to Zynga’s audit engagement team. The committee oversees and reviews Zynga’s financial and accounting controls and processes, oversees and evaluates the scope of the annual audit, reviews audit results, and consults with management and Zynga’s independent registered public accounting firm prior to the presentation of financial statements to stockholders. The committee also oversees data privacy, data security and cybersecurity risk management, our business continuity plans and procedures and the performance of our internal audit function. Additionally, the committee, as appropriate, initiates inquiries into aspects of Zynga’s internal accounting controls and financial affairs; and considers and approves or disapproves any related party transactions. The Board has determined that (i) all members of the Audit Committee are independent within the meaning of the rules of the SEC and the listing standards of Nasdaq and meet Nasdaq’s financial knowledge and sophistication requirements and (ii) that each of Mr. Lavigne, Ms. Mills and Mr. Watson is an “audit committee financial expert” within the meaning of the SEC regulations. The report of the Audit Committee is on page 40. For more information about the responsibilities of our Audit Committee, please see “Role of the Board in Risk Oversight” above.



Compensation Committee

Met 6 times in 2021 Current Committee Members Janice M. Roberts (Chair) Carol G. Mills Dr. Regina E. Dugan		The Compensation Committee reviews and approves all forms of compensation to be provided to the executive officers and non-employee directors of Zynga; oversees, evaluates, adopts, and administers incentive and equity compensation plans and similar programs and modifies or terminates such plans and programs; provides recommendations to the Board on compensation-related proposals, including those to be considered at Zynga’s annual meeting; reviews our practices and policies regarding employee compensation and benefits, monitors policies as they relate to risk management and risk-taking incentives to determine whether such policies and practices are reasonably likely to have a material adverse effect on Zynga; reviews Zynga’s succession plans with respect to executive officer positions and recommends appropriate individuals to succeed to those positions; and oversees our efforts to promote diversity and inclusion in our global workforce. The Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing standards, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”). No member of the Compensation Committee has been an employee of Zynga at any time. None of our executive officers currently serves, or has served during 2021, as a member of the board of directors or compensation committee of any entity at which one or more of our directors serves as an executive officer. The specific determinations of the Compensation Committee with respect to executive compensation for 2021 are described in greater detail under the heading “Executive Compensation—Compensation Discussion and Analysis.” The Report of the Compensation Committee is on page 28. For more information about the responsibilities of our Compensation Committee, please see “Role of the Board in Risk Oversight” above.



Nominating and Corporate Governance Committee

Met 3 times in 2021 Current Committee Members Ellen F. Siminoff (Chair) Dr. Regina E. Dugan Louis J. Lavigne, Jr.		The Nominating and Corporate Governance Committee oversees our corporate governance functions; periodically reviews and evaluates our director performance; recommends to the Board and management areas for improvement; identifies, interviews, evaluates, nominates, and recommends individuals for membership on the Board and its committees; and reviews and recommends to the Board any amendments to our corporate governance policies. The Board has determined that that all members of the Nominating and Corporate Governance Committee are independent under the Nasdaq listing standards. For more information about the responsibilities of our Nominating and Corporate Governance Committee, please see “Role of the Board in Risk Oversight” above.



Retainer	Total ($) (1)
Annual Retainer	$	275,000
Chair of the Audit Committee Retainer	$	50,000
Chair of the Compensation Committee Retainer	$	35,000
Chair of the Nominating and Corporate Governance Committee Retainer	$	15,000
Lead Independent Director	$	50,000
Non-Executive Chairperson of the Board	$	100,000
Non-Chair Member of the Audit Committee	$	20,000
Non-Chair Member of the Compensation Committee	$	15,000
Non-Chair Member of the Nominating and Corporate Governance Committee	$	5,000



Frank Gibeau		Chief Executive Officer

Hired March 2016 Age: 53		Frank Gibeau has served as our Chief Executive Officer since March 2016. Mr. Gibeau’s biography is set forth on page 4 under the heading “Board of Directors – Members of the Board of Directors.” Mr. Gibeau is our principal executive officer.


James Gerard Griffin		Chief Financial Officer

Hired September 2016 Age: 54		James Gerard Griffin has served as our Chief Financial Officer since September 2016. Mr. Griffin has over 30 years of finance experience and a deep business understanding of consumer facing media, entertainment and technology. Before joining Zynga, Mr. Griffin spent more than 10 years at EA. Most recently, from January 2013 to September 2016, he served as EA’s Senior Vice President of Finance where he led EA’s business finance teams. Before that, Mr. Griffin spent more than six years at EA’s international HQ in Geneva, Switzerland as Vice President and Chief Financial Officer for EA’s International and Global Publishing businesses. Prior to EA, Mr. Griffin held a number of senior finance and operational roles domestically and internationally at technology and media companies, including NBC Universal and Primedia, Inc., as well as in public accounting with KPMG. Mr. Griffin received his Bachelors of Commerce degree from University College Galway and a postgraduate diploma in Professional Accounting from University College Dublin. Additionally, he is a fellow of the Institute of Chartered Accountants of Ireland.


Bernard Kim		President of Publishing

Hired June 2016 Age: 45		Bernard Kim is Zynga’s President. He is a mobile gaming and interactive entertainment veteran with more than 15 years of experience. As Zynga’s President of Publishing, Mr. Kim oversees how the company brings its games and services to players. He is responsible for Zynga’s global marketing, user acquisition, ad monetization, revenue, communications, consumer insights, product management, business development, and strategic partnerships. He manages teams in six countries and across four states in the U.S. Mr. Kim also manages Zynga’s efforts around mergers and acquisitions. He led Zynga’s groundbreaking acquisitions of Peak Games, Gram Games (makers of Merge Dragons), and Small Giant Games (makers of Empires & Puzzles). Mr. Kim serves as Zynga’s point person for the mobile and entertainment industries. In August of 2019, he accepted PocketGamer’s #1 Top Developer award on behalf of Zynga. Prior to joining Zynga, Mr. Kim spent nearly 10 years at Electronic Arts Inc., as the company’s Senior Vice President of Mobile Publishing. In that role, he oversaw EA’s mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers & acquisitions. During his tenure at EA, Mr. Kim also led EA’s games division in Asia and helped bring EA franchises including SimCity, Star Wars, The Sims, The Simpsons, Real Racing and EA SPORTS to billions of players. Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim holds Bachelor of Arts degrees in both Economics and Communications from Boston College.



Phuong Y. Phillips		Chief Legal Officer and Secretary

Hired September 2017 Age: 45		Phuong Y. Phillips has served as our Chief Legal Officer since September 2017. She oversees Zynga’s legal affairs. Ms. Phillips brings to Zynga nearly 15 years of technology and clean energy industry legal experience. Prior to joining Zynga, Ms. Phillips served as Associate General Counsel for Tesla, Inc., a designer and manufacturer of high-performance electric vehicles and related clean energy generation and storage products, from February 2017 through joining Zynga in September 2017. Before that, she spent more than six years at SolarCity Corporation, a distributed solar energy company specializing in engineering, installation and financing of solar energy systems, and served as Vice President, Deputy General Counsel and Head of Corporate and Securities from March 2015 to March 2017, and as Associate General Counsel and Head of Corporate and Securities from May 2012 to March 2015. Prior to joining SolarCity in 2011, Ms. Phillips practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, P.C. Ms. Phillips received a B.A. in Communication Studies and J.D. from the University of California, Los Angeles.