bark-20230703

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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BARK, Inc.

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LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER

July 3, 2023

To Our Stockholders:

I am pleased to invite you to attend BARK, Inc.’s 2023 Annual Meeting of Stockholders to be held on Tuesday, August 15, 2023 at 12:00 p.m., Eastern Time. Our Annual Meeting will be a ‘‘virtual meeting’’of stockholders, which will be conducted exclusively online via live webcast at www.virtualshareholdermeeting.com/bark2023.

The Notice of the Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of the Annual Meeting and Proxy Statement.

Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote.

On behalf of our board of directors and management team, thank you for your ongoing support of and continued interest in BARK.

Sincerely,

Matt Meeker

Co-Founder, Chief Executive Officer & Chair

BARK, Inc.



NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2023 annual meeting of stockholders (the "Annual Meeting") of BARK, Inc., a Delaware corporation, will be held on August 15, 2023, at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote your shares online.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/bark2023 and entering the 16-digit control number included in your proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. There is no physical location for the annual meeting.


Items of Business		Our Board’s Recommendation	Page
1	Elect three Class B director nominees named in the attached proxy statement	FOR each director nominee	1
2	Ratify the appointment of Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending March 31, 2024	FOR	15
3	Approve, on an advisory basis, the compensation of our named executive officers	FOR	17
4	Approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law	FOR	18

These items of business are more fully described in the accompanying proxy statement (the "Proxy Statement"). The stockholders will also transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

Stockholders of record at the close of business on June 16, 2023 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. We expect to commence mailing of a Notice of Internet Availability of Proxy Materials, containing instructions on how to access the proxy materials, to our stockholders of record on or about July 3, 2023.

Your vote is important to us. You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares online during the Annual Meeting.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend.

You can find detailed information regarding voting in the section entitled “Questions and Answers” starting on page 46 of the accompanying Proxy Statement.


July 3, 2023
By Order of the Board of Directors,

Allison Koehler
General Counsel and Secretary New York, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 15, 2023 AT 12:00 P.M. EASTERN TIME

The notice of the Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, are available to stockholders free of charge at www.proxyvote.com.


TABLE OF CONTENTS


NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS			i

PROPOSAL ONE – ELECTION OF CLASS B DIRECTORS			1
General			1
Information About Our Board			2
Information About Our Directors			2
Director Compensation			6
Recommendation of Our Board			7

CORPORATE GOVERNANCE			8
Corporate Governance Highlights			8
Board Committees			8
Meetings of the Board			10
Board Leadership Structure			11
Corporate Governance Guidelines			11
Stockholder Engagement			11
Stock Ownership by Directors			11
Environmental, Social, Governance ("ESG") Oversight			11
Our People and Culture			12
Evaluations of the Board, Committees, and Directors			13
Code of Ethics and Business Control			13
Role of the Board in Risk Oversight			13
Classified Board of Directors			13
Director Independence			14
Prohibition on Hedging and Pledging of Company Securities			14

PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF DELOI TTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024			15
Principal Accountant Fees and Services			15
Determination of Independence			15
Pre-Approval Policy			16
Report of the Audit Committee			16
Recommendation of Our Board and Audit Committee			16

PROPOSAL THREE – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			17
Recommendation of Our Board			17


PROPOSAL FOUR – APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION			18
Recommendation of Our Board			18

EXECUTIVE COMPENSATION			20
Elements of our Executive Compensation Program			20
Compensation Decisions for Fiscal Year 2023			21
Our Compensation Process			24
Peer Group			26
Severance and Change in Control			27
No Hedging or Pledging			27
Compensation Committee Interlocks and Insider Participation			27
Report of the Compensation Committee			28

EXECUTIVE COMPENSATION TABLES			29

EQUITY COMPENSATION PLAN INFORMATION			42

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			43
Policies and Procedures for Related Party Transactions			43
Indemnification of Directors and Executive Officers			43

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT			44
Delinquent Section 16(a) Reports			45

QUESTIONS AND ANSWERS			46

WHERE YOU CAN FIND MORE INFORMATION			51

FORM 10-K			51

OTHER MATTERS			51

EXHIBIT A			52


Table of Contents


01
						PROPOSAL ONE ELECTION OF CLASS B DIRECTORS

GENERAL

Our board of directors (the "Board") currently consists of eight directors, divided into three classes, Class A, Class B and Class C, with the members of each class serving staggered, three-year terms.

The terms of office of the Class B directors, Matt Meeker, Joanna Coles, Paulette Dodson and Michele Meyer, will expire at the Annual Meeting. At the Annual Meeting, our stockholders will vote to elect the three nominees named in this Proxy Statement, Mr. Meeker, Ms. Dodson and Ms. Meyer, as Class B directors, whose terms will expire at the annual meeting of stockholders to be held in 2026. The size of the Board will be reduced from 8 to 7 members effective as of the Annual Meeting.

Each of our directors, including the director nominees, serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Ms. Dodson and Ms. Meyer were identified as candidates for director by a third-party search firm and appointed to the Board effective March 28, 2023.

The candidacies of Mr. Meeker, Ms. Dodson and Ms. Meyer were each considered by our Corporate Governance and Nominating Committee in accordance with the established process for evaluating candidates to serve on our Board. Upon the recommendation of the Corporate Governance and Nominating Committee, our Board nominated Mr. Meeker, Ms. Dodson and Ms. Meyer for election as Class B directors at the Annual Meeting.

Each of Mr. Meeker, Ms. Dodson and Ms. Meyer currently serve on our Board, has consented to be named in this Proxy Statement and has agreed to serve, if elected, until the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal.

Class B directors will be elected by a plurality of the shares of our common stock represented at the Annual Meeting in person or by proxy and entitled to vote on the election of directors.

Director Independence

The Board has determined that each of the directors, other than Mr. Meeker and Mr. Werdelin, qualifies as an independent director, as defined under the listing rules of the New York Stock Exchange (the "NYSE"), and that the Board consists of a majority of “independent directors,” as defined under the rules of the NYSE listing rules relating to director independence requirements. In addition, the Company is subject to the rules of the U.S. Securities and Exchange Commission (the "SEC") and the NYSE relating to the membership, qualifications, and operations of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee of our Board, as discussed below under "Director Independence."

Family Relationships

There are no family relationships between or among any of our executive officers, nominees, or directors.


BARK 2023 Proxy Statement			1


PROPOSAL ONE			Table of Contents

INFORMATION ABOUT OUR BOARD

Members of our Board take a proactive, focused approach to their positions to ensure that BARK is committed to business success through the maintenance of high standards of responsibility and ethics. The Board meets on a regular basis and additionally as required. Mr. Meeker is the Executive Chair and Ms. McLaughlin is the Lead Independent Director of our Board.

Class A Directors

Class B Directors

Class C Directors

Term Expiring at the 2025
Annual Meeting

Term Expiring at the 2023
Annual Meeting

Term Expiring at the 2024
Annual Meeting

•Betsy McLaughlin

•Henrik Werdelin

•Joanna Coles

•Paulette Dodson

•Matt Meeker

•Michele Meyer

•David Kamenetzky

•Jim McGinty

INFORMATION ABOUT OUR DIRECTORS

Class B Directors

Directors with terms expiring at the 2023 Annual Meeting:


Joanna Coles, OBE Age: 60 Director Since: June 2021


COMMITTEES •Corporate Governance & Nominating

PUBLIC COMPANY BOARDS •Snap Inc. (NYSE: SNAP) (Present) •Sonos, Inc. (NASDAQ: SONO) (Present)						CAREER HIGHLIGHTS •Chief Content Officer of Hearst Magazines from September 2016 to August 2018 •Executive Producer for ABC Freeform’s The Bold Type since 2016 •Special Advisor to Cornell Capital since 2019 •Director, Women Entrepreneurs New York City, a non-profit initiative to expand female entrepreneurship, with a focus on underserved women and communities

PRIVATE COMPANY BOARDS •Tech companies Density and Grover •KDC/ONE						KEY QUALIFICATIONS AND EXPERIENCES •Marketing experience •Innovation/technology experience •Broad international exposure •Adopted Phoebe, a Beagle mix, 12 years ago from a dog shelter in Canaan, CT


2			2023 Proxy Statement BARK


Table of Contents			PROPOSAL ONE


Paulette Dodson Age: 59 Director Since: March 2023


COMMITTEES •Corporate Governance & Nominating (Chair)

PUBLIC COMPANY BOARDS •Portillo's (NASDAQ: PTLO) (Present) •Trupanion (NASDAQ: TRUP) (Present)						CAREER HIGHLIGHTS •General Counsel, Sara Lee •General Counsel, Petsmart •General Counsel, Alight, Inc. (NYSE: ALIT)

PRIVATE COMPANY BOARDS •Mather, Inc. •United Way of Metro Chicago •Better Government Association						KEY QUALIFICATIONS AND EXPERIENCES •Experience in board governance, mergers and acquisitions, corporate compliance, risk and ESG across a variety of industries including Consumer Products/Goods and Retail •International and other strategic operational expansion


Matt Meeker Executive Chairman Age: 49 Director Since: October 2011


COMMITTEES •None

PUBLIC COMPANY BOARDS •None						CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Chief Executive Officer of BARK from its formation in October 2011 until September 2020 and resuming in January 2022 •Co-founded Meetup, a network of local communities that meet offline about shared interests and passions, and worked there from December 2001 through December 2007. •Venture Partner at Resolute VC

PRIVATE COMPANY BOARDS •None						KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience with BARK’s business •Innovation/technology experience •Inspired to found BARK by his late Great Dane, Hugo


BARK 2023 Proxy Statement			3


PROPOSAL ONE			Table of Contents


Michele Meyer Age: 59 Director Since: March 2023


COMMITTEES •Compensation

PUBLIC COMPANY BOARDS •GNC (2019-2020) •Embark Trucks (2021-2023)						CAREER HIGHLIGHTS •31 Years at General Mills (1988-2019) •President, SVP of Small Planet Foods Division, General Mills •President, SVP Meals Division, General Mills •President, SVP Snacks Division, General Mills

PRIVATE COMPANY BOARDS •Kevin's Natural Foods •Quinn Snack Foods •Pacha Soap						KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of P&L, including brand building, innovation, margin improvement, product development, and retail growth strategies •Relevant Senior Leadership / Emerging Brand Board Experience

Class C Directors

Directors with terms expiring at the 2024 Annual Meeting:


David Kamenetzky Age: 53 Director Since: May 2022


COMMITTEES •Audit •Compensation

PUBLIC COMPANY BOARDS •Kühne + Nagel International AG (SIX: KNIN) (Present) •AB InBev Foundation (NYSE: BUD) (2017-2019) •DKSH Holdings (KLSE: DKSH) (2014-2019)						CAREER HIGHLIGHTS •CEO of Joh. A. Benckiser (2019-2020) •Member, Group Executive Committee, Anheuser-Busch InBev (2016-2019) •Member, Leadership Team, Mars Incorporated (2006-2016) •Vice President, Goldman Sachs, London and Frankfurt (2000-2006) •Strategic Advisor to Wildtype Foods

PRIVATE COMPANY BOARDS •Wedgewood Pharmacy (2021-Present) •JAB Investors (Chairman) (2019-2020) •Alfred Landecker Foundation (Founding Chairman) (2019-2020)						KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and disruptive food and beverage companies •Relevant Senior Leadership/Chief Strategy & External Affairs Officer •Family includes two Labradoodles, Marley and Browny.


4			2023 Proxy Statement BARK


Table of Contents			PROPOSAL ONE


Jim McGinty Age: 61 Director Since: February 2021


COMMITTEES •Audit (Chair) •Corporate Governance & Nominating

PUBLIC COMPANY BOARDS •None						CAREER HIGHLIGHTS •Chief Financial Officer of 5.11 Tactical since April 2018 •Chief Financial Officer of Z Gallerie from April 2016 through February 2018 •Chief Financial Officer of Spy Inc. from August 2013 through April 2016

PRIVATE COMPANY BOARDS •None						KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and transaction experience •Relevant Senior Leadership/Chief Financial Officer

Class A Directors

Directors with terms expiring at the 2025 Annual Meeting:


Betsy McLaughlin Lead Independent Director Age: 62 Director Since: December 2017


COMMITTEES •Audit •Compensation (Chair)

PUBLIC COMPANY BOARDS •Hot Topic (NASDAQ:HOTT) (2000-2011) •Trupanion (NASDAQ:TRUP) (Present)						CAREER HIGHLIGHTS •Chief Executive Officer of Hot Topic, Inc. from 2000 to 2011 (NASDAQ: HOTT) •Member of the Board of Advisors and Executive Committee of the UCLA Anderson School for 17 years

PRIVATE COMPANY BOARDS •5.11 Tactical •Everlane •Lazy Dog Restaurants •Mejuri •Dolls Kill •Good American						KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of retail, merchandising, proprietary brands, services, operations and ecommerce •Relevant Senior Leadership/Chief Executive Officer •High Level of Financial Experience •Family includes two dogs, Max and Emma.


BARK 2023 Proxy Statement			5


PROPOSAL ONE			Table of Contents


Henrik Werdelin Age: 47 Director Since: October 2011


COMMITTEES •None

PUBLIC COMPANY BOARDS •None						CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Founding partner of Prehype LLC, a venture development firm headquartered in New York, with offices in London and Copenhagen (founded in 2010) •Author of The Acorn Method: How Companies Get Growing Again (published April 2020) •Advisor to several early stage startups

PRIVATE COMPANY BOARDS •Bjarke Ingels Group						KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience of BARK’s business •Innovation/technology experience •Adopted Molly. a Labrador Retriever, in 2013

FISCAL YEAR 2023 DIRECTOR COMPENSATION

The following table presents information regarding the compensation of our non-employee directors for services performed for our fiscal year ended March 31, 2023. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 2023 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2023. Please see the disclosure below for a description of the consulting fees, bonus and other amounts paid for Mr. Werdelin’s service to the Company during fiscal year 2023.


Name	Fees Earned in Cash ($)(1)	RSU Awards ($)(2) (4)(5)	Stock Option Awards(4)(5)	Total ($)
Joanna Coles	50,000	61,090	—	111,090
Paulette Dodson	—	—	—	—
David Kamenetzky	40,000	300,000	—	340,000
Jon Ledecky(3)	41,250	—	—	41,250
Jim McGinty	65,000	61,090	—	126,090
Betsy McLaughlin	85,000	61,090	—	146,090
Michele Meyer	—	—	—	—

(1)Amounts reported for “Fees Earned in Cash” reflect fees earned during fiscal year 2023.

(2)Amounts reported for “RSU Awards” reflect the aggregate grant date fair value of the RSUs awarded during fiscal year 2023, computed in accordance with ASC 718 based on the closing stock price on the date of the grant.

(3)Mr. Ledecky did not stand for reelection at our 2022 annual meeting of stockholders.

(4)Ms. Dodson and Ms. Meyer were appointed to the Board effective March 28, 2023. The initial RSU awards in the amount of $300,000 were granted on May 11, 2023.


6			2023 Proxy Statement BARK


Table of Contents			PROPOSAL ONE

(5)The following table sets forth the aggregate number of outstanding options and RSUs held by each non-employee director as of March 31, 2023:


Name	Stock Option Awards	RSU Awards
Joanna Coles	—	69,836
Paulette Dodson	—	—
David Kamenetzky	—	123,456
Jon Ledecky	—	—
Jim McGinty	—	72,726
Betsy McLaughlin	—	72,427
Michele Meyer	—	—

For fiscal year 2023, each non-employee director received an annual cash retainer of $40,000. The Lead Independent Director received an additional $15,000 annually, the chair of the Audit Committee received an additional $20,000 annually, the chair of the Compensation Committee received an additional $20,000 annually and the chair of the Corporate Governance Committee received an additional $10,000 annually. Members of the Audit Committee received an additional $10,000 annually, members of the Compensation Committee received an additional $5,000 annually and members of the Corporate Governance Committee received an additional $5,000 annually. All retainers were paid in substantially equal quarterly installments.

The non-employee directors’ equity compensation set forth above was granted under our 2021 Equity Incentive Plan. All equity compensation was granted in the form of RSUs that vested as described below, subject to the director’s continued service through such vesting.

Non-employee directors are eligible to receive an initial grant of RSUs with an aggregate grant date fair value equal to $300,000. Vesting of the initial RSU grant is subject to the director’s continued service through the one-year anniversary of the grant date.

Our annual refresh grant is intended to have a value of $150,000; however, in fiscal year 2023 the Board capped the number of RSUs granted based on the number of RSUs received by the non-employee directors in fiscal year 2022 (36,363 RSUs). Vesting of the initial RSU is subject to the director's continued service through the one-year anniversary of the grant date.

Mr. Werdelin was paid a monthly fee of $26,000 for creative consulting and administrative services provided to the Company through Prehype, LLC totaling $312,000 and received $1,000 a month towards administrative support, for a total of $12,000. Mr. Werdelin also received an award of RSUs in the amount of $290,000 on April 11, 2022. This RSU award will vest 25% on the one year anniversary of the date of grant and then in substantially equal amounts quarterly thereafter. Neither the monthly fee nor the RSU award was related to Mr. Werdelin’s service as a member of the Board. Mr. Werdelin did not receive any other compensation from the Company for his service in fiscal year 2023.

Deferred Compensation

The Compensation Committee of the Board has adopted a program that permits independent directors to elect to defer settlement of their director RSUs until such director ceases to serve on the Board. In general, directors must make these deferral elections prior to the date of the grant of such RSUs. Directors who make a deferral election will have no right as stockholders with respect to amounts credited to their deferred RSU accounts until such RSUs are settled. Settlement of any RSUs credited to the deferred RSU account in shares of fully vested common stock will occur as soon as practicable following the director’s termination of service as a member of the Board.

RECOMMENDATION OF OUR BOARD

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS B DIRECTOR NOMINEES NAMED ABOVE.


BARK 2023 Proxy Statement			7


Table of Contents


CORPORATE GOVERNANCE

CORPORATE GOVERNANCE HIGHLIGHTS

Board Independence
and Composition

Board Performance

Policies, Programs
and Guidelines

• 6 of 8 directors are independent

•100% independent committee members

•Executive sessions of independent directors at each meeting

•Empowered Lead Independent Director

•Board and each committee may engage outside advisers independently of management

• Annual board, committee and director evaluations

•Commitment to continuing director education

•Oversight of key risk areas and certain aspects of risk management efforts

•Oversight of key human capital issues, including diversity and inclusion and executive succession planning

• Robust stock ownership guidelines for directors

•Comprehensive Code of Conduct and Business Ethics

•Prohibition on hedging and pledging for any officers or directors

BOARD COMMITTEES

Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Board has adopted a written charter for each of these committees, which are available on the Company’s investor relations website www.investors.bark.co.

Audit Committee

Compensation Committee

Corporate Governance
and Nominating Committee

•Jim McGinty (Chair)

•David Kamenetzky

•Betsy McLaughlin

•Betsy McLaughlin (Chair)

•David Kamenetzky

•Michele Meyer

•Paulette Dodson (Chair)

•Joanna Coles

•Jim McGinty

Audit Committee

The Audit Committee consists of:

Jim McGinty, David Kamenetzky and Betsy McLaughlin

Mr. McGinty serves as the chair of the Audit Committee. The Board has determined that Mr. McGinty qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, the Board considered Mr. McGinty’s formal education and previous experience in financial roles. In addition, the Board has determined that each of the members of the Audit Committee satisfies the independence and other requirements of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), including that each member of an audit committee can read and understand fundamental financial statements in accordance with NYSE audit committee requirements. In arriving at this determination, the Board examined each member’s scope of experience and the nature of their prior and/or current employment.

Specific responsibilities of our Audit Committee include:

•overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

•evaluating the independent public accounting firm’s qualifications, independence and performance;

•engaging and providing for the compensation of the independent public accounting firm;

•pre-approving audit and permitted non-audit and tax services to be provided to us by the independent public accounting firm;


8			2023 Proxy Statement BARK


Table of Contents			CORPORATE GOVERNANCE

•reviewing and assessing the annual internal audit plan and discussing with management communications prepared by the internal audit;

•periodically meeting for oversight meetings with management, the internal audit function, and the independent auditor;

•reviewing our financial statements;

•reviewing our critical accounting policies and estimates and internal controls over financial reporting;

•establishing procedures for complaints received by us regarding accounting, internal accounting controls or auditing matters, including for the confidential anonymous submission of concerns by our employees, and periodically reviewing such procedures, as well as any significant complaints received, with management;

•discussing with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements;

•reviewing and approving any transaction between us and any related person (as defined by the Exchange Act) in accordance with the Company’s related party transaction approval policy;

•reviewing and reassessing the adequacy of the Audit Committee’s charter and submitting any recommended changes to the Board for approval; and

•such other matters that are specifically designated to the Audit Committee by our Board from time to time.

The Audit Committee met 5 times during fiscal year 2023.

Compensation Committee

The Compensation Committee consists of:

Betsy McLaughlin, David Kamenetzky, and Michele Meyer

Ms. McLaughlin serves as the chair of the Compensation Committee. The Board has determined that each of the members of the Compensation Committee satisfies the independence requirements of the NYSE and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee may form subcommittees and may delegate power and authority to such subcommittees for any purpose that the Compensation Committee deems appropriate.

Specific responsibilities of our Compensation Committee include:

•reviewing and recommending policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers;

•evaluating the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives;

•reviewing annually and recommending to the Board for approval of all compensation to be paid or awarded to the Chief Executive Officer;

•developing and implementing policies with respect to the recovery of excess compensation paid to any executive officers based on erroneous data;

•administering the issuance of options and other awards under our equity-based incentive plans;

•reviewing and approving, for the Chief Executive Officer and other senior officers, employment agreements, severance agreements, consulting agreements and change in control or termination agreements;

•reviewing our policies, programs and initiatives focusing on diversity and inclusion with respect to our leadership and workforce; and

•such other matters that are specifically designated to the Compensation Committee by our Board from time to time.

The Compensation Committee met 7 times during fiscal year 2023.


BARK 2023 Proxy Statement			9


CORPORATE GOVERNANCE			Table of Contents

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee (the "Corporate Governance Committee") consists of:

Paulette Dodson, Joanna Coles and Jim McGinty

Ms. Dodson serves as the chair of the Corporate Governance Committee. The Corporate Governance Committee will recommend to the Board candidates for nomination for election at the annual meeting of the stockholders. In general, in identifying and evaluating nominees for director, the Board expects to consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our stockholders. The Board will also consider director candidates recommended for nomination by its stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our charter and bylaws.

Specific responsibilities of our Corporate Governance Committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board;

•considering and making recommendations to our Board regarding changes to the size and composition of our Board;

•considering and making recommendations to our Board regarding the composition and chairmanship of the committees of our Board;

•providing oversight of our policies, programs and initiatives focusing on environmental and social responsibility and risks;

•establishing procedures to exercise oversight of, and oversee the performance evaluation process of, management;

•overseeing periodic evaluations of the performance of our Board and its committees;

•instituting plans or programs for the continuing education of our Board and orientation of new directors;

•developing and making recommendations to our Board regarding corporate governance guidelines and matters; and

•such other matters that are specifically designated to the Corporate Governance Committee by our Board from time to time.

In the process of identifying, screening and recommending director candidates to the full Board, our Corporate Governance Committee takes into consideration the needs of the Board and the qualifications of the candidates, such as their general understanding of various business disciplines and our business environment, their educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and their willingness to devote adequate time to board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. When searching for new directors, the Corporate Governance Committee will actively seek out women and individuals from minority groups to include in the pool from which nominees for the Board are chosen. The Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director. In doing so, the Corporate Governance Committee will evaluate director candidates in light of several factors, including the general criteria outlined above. Our Amended and Restated Bylaws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are referenced in “When are stockholder proposals due for next year’s annual meeting of the stockholders?” under “Questions and Answers” on page 50 of this Proxy Statement.

The Corporate Governance Committee met 5 times during fiscal year 2023.

MEETINGS OF THE BOARD

Our Board held 4 meetings during the fiscal year ended March 31, 2023. Each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the Board and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Annual Meeting.


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Table of Contents			CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

As outlined in our corporate governance guidelines, the Board will determine its leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders from time to time in its judgment. If the Chair of the Board is not independent, the non-employee directors of the Board will elect a Lead Independent Director who will lead executive sessions of the Board, have authority to call meetings of the independent directors, and engage with the Board’s Chair and Chief Executive Officer to set meeting agendas for the Board, among other responsibilities.

Matt Meeker serves as both our Chief Executive Officer and the Chair of our Board. The Board believes that the combination of these two roles is appropriate at this time, particularly as it supports more consistent communication and coordination throughout the organization, enhancing the effectiveness of our corporate strategy. The Board believes that robust, independent Board oversight is essential, and Elizabeth McLaughlin, who serves as an empowered Lead Independent Director supports that important objective.

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted corporate governance guidelines, which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The corporate governance guidelines can be accessed on our investor website at https://investors.bark.co.

STOCKHOLDER ENGAGEMENT

We value feedback from our stockholders. We launched our stockholder outreach program in the spring of 2023.

Any stockholder or other interested party who wishes to communicate with our Board, our independent directors, or any individual director may send written communications to our Board or such director c/o Corporate Secretary, BARK, Inc., 120 Broadway, 12th Floor, New York, NY 10271, or via email to investors@barkbox.com. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such properly made communications to the appropriate director or directors, or Board or committee of our Board, based on the subject matter.

STOCK OWNERSHIP BY DIRECTORS

Our Board believes that an ownership stake in the Company strengthens the alignment of interests between directors, on the one hand, and stockholders, on the other hand. Our Board strongly encourages our directors to own shares of the Company.

ENVIRONMENTAL, SOCIAL, GOVERNANCE (“ESG”) OVERSIGHT

We are committed to conducting business in an environmentally sustainable and socially responsible manner, and to managing the risks and opportunities that arise from ESG issues. We believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our company and our stockholders.

Our Corporate Governance Committee is responsible for overseeing our ESG processes, policies, and performance, and making recommendations regarding our ESG processes, policies, and performance to the full Board. To satisfy these oversight responsibilities, the Corporate Governance Committee receives regular updates from management on progress and strategy.


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OUR PEOPLE AND CULTURE

The Team

As dog people, our employees joined the company because they are aligned with our mission to make all dogs happy. The work we are doing is inherently joyful, optimistic, and humorous because our primary customers, dogs, possess all of those characteristics. To that end, our company culture is centered around service, kindness, and a high level of ambition to serve all dogs and their humans.

At the end of fiscal 2023, we employed approximately 900 full-time and part-time employees, with 511 employees based in the U.S. and 384 employees based in the Philippines. Our employee population includes approximately 488 Bark Happy Ambassadors and their leadership, 95 engineers, data scientists, and technology staff, 66 designers and creative team members, 101 operations and fulfillment center employees, and 149 marketing, general, and administrative employees. As of March 31, 2023, 67% of our employees, 31% of our management team, and 33% of our Board identified as female or nonbinary.

Bark Inc 2023 Workiva Design Maintenance Proposal v1.1.jpg

Employee Engagement

Team communication is frequent and direct, allowing for a high level of transparency and feedback. We engage with employees through monthly pulse surveys to measure employee engagement, receive feedback, and respond to employee concerns effectively. We leverage these data points to continuously evolve our policies and practices to meet employee needs and align with our team values. Though most of the team has worked remotely since March 2020, we currently use our offices in New York, New York and Columbus, Ohio for regular team collaboration, all hands meetings, workshops and more.

Diversity, Equity and Inclusion

We recognize that people, like dogs, should be celebrated for their differences and the diverse life experiences they bring to work each day. We advocate for and celebrate a culture of inclusiveness for all people regardless of race, gender, sexual orientation, family status, religion, ethnicity, national origin, physical ability, veteran status, age, or love of cats as we work toward one common goal: to make every single dog as happy as they make us. We do this by focusing on four key areas:

•Diversity Sourcing & Recruitment: Promote an inclusive approach to hiring diverse talent by focusing on the equity of recruiting processes in addition to sourcing pools.

•Continuous Learning & Communication: Make diversity and inclusion everyone’s responsibility by providing training and educational opportunities.

•Employee Resource Groups: Provide employees with opportunities and resources to build a shared, supportive community while also advancing the team’s Diversity Equity and Inclusion mission.

•Accountability: Ensure accountability while committing to focus on retention, advancement, and equity.

We are committed to paying employees fairly for their work. Our Total Rewards team determines and regularly reviews all compensation based on a leveling and benchmarking system guided by market insights from third-party experts and tools. On a quarterly basis, we review all grants of equity for parity across gender and race to ensure that we are taking a consistent approach to compensation for all team members based on market data, role, and level.

Health, Safety and Wellness

We are committed to ensuring the health and safety of all employees and require compliance with all applicable local laws and regulations governing working conditions, working hours, fair wages, and compensation.


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Succession Planning

Succession planning is another critical human capital issue. As part of the annual executive officer evaluation process, the Compensation Committee works with our Chief Executive Officer to plan for the succession of the Chief Executive Officer and other senior executive officers, as well as to develop plans for interim or emergency succession for the Chief Executive Officer and other senior executive officers in the event of retirement or an unexpected occurrence. Management succession planning may be reviewed more frequently by the Board as it deems appropriate.

EVALUATIONS OF THE BOARD, COMMITTEES, AND DIRECTORS

The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Corporate Governance Committee. The Board discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board, any committee thereof or of the directors.

CODE OF ETHICS AND BUSINESS CONDUCT

Our Board has adopted a code of ethics and business conduct (the “Code of Conduct”), which establishes the standards of ethical conduct applicable to all of our directors, officers, employees and senior financial officers. A copy of our Code of Conduct is posted on our investor website at https://investors.bark.co. In addition, we intend to post on our investor website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the Code of Conduct.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Cybersecurity

We are committed to respecting and protecting the privacy of our customers. We recognize that our customers have a legitimate expectation of privacy when they do business with us. We deploy considerable resources to protect customer data and privacy because our business depends on our customers’ trust.

We do not sell customer data. Our revenue comes from the sale of goods and services, not our customers’ information or advertising. We recognize that there is a cost and risk associated with every piece of data our customers entrust us with, so we take measures to minimize what is collected to only what we need to provide a great experience and meet our legal and regulatory requirements. Our privacy policy details what data we collect on our website and apps and how we use that data which is designed to be in compliance with the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the General Data Protection Regulation.

Our security and privacy protocols integrate technical, administrative, and physical access control measures to protect the confidentiality and integrity of customer and company data. We employ privacy and data protection policies and procedures internally and with our third-party vendors and service providers to govern the collection, storage, access, use, and disclosure of information. We review our security plans and strategies as threats and conditions evolve. The Audit Committee provides oversight and engages regularly with our Chief Technology Officer regarding cybersecurity issues and risk management.

CLASSIFIED BOARD OF DIRECTORS

Our Board is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our Board to fill


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vacancies on our Board. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The Board believes that a classified board structure promotes board continuity and stability, encourages directors to take a long-term perspective, and reduces our vulnerability to coercive takeover tactics.

DIRECTOR INDEPENDENCE

Our common stock is listed on the NYSE. Under the NYSE rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE requires that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under NYSE rules, a director will only qualify as an “independent director” if, that company’s board of directors affirmatively determines that director has no material relationship with the listed company (either directly or indirectly) other than as a Board or committee member in addition to other bright-line requirements set forth in the NYSE listed company manual.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board has determined that, with the exception of Mr. Meeker and Mr. Werdelin, each member of our Board is an “independent director” as defined under the applicable rules and regulations of the SEC and the NYSE rules. In making these determinations, our Board reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

PROHIBITION ON HEDGING AND PLEDGING OF COMPANY SECURITIES

We have an insider trading policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan without the approval of the Board.


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02
						PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2024

Our Board and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of Deloitte & Touche LLP (“Deloitte”), as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending March 31, 2024. Stockholder ratification of such selection is not required by our Amended and Restated Bylaws or any other applicable legal requirement. However, our Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance.

The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon will be required to ratify the selection of Deloitte.

In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain Deloitte for the fiscal year ending March 31, 2024. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.

A representative of Deloitte is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to be paid to Deloitte, for services rendered for the fiscal years ended March 31, 2023 and 2022. Deloitte has been our independent registered public accounting since 2015.


	2023 ($)	2022 ($)
Audit fees(1)	2,196,064	1,944,797
Audit-related fees(2)	—	—
Tax fees(2)	—	—
All other fees(2)	—	—
Total	2,196,064	1,944,797

(1)Audit fees consist of fees billed for professional services rendered for the audit of the Company’s financial statements and services that are normally provided by Deloitte in connection with regulatory filings. The aggregate fees billed by Deloitte for professional services rendered in connection with the audit of the Company’s financial statements for the fiscal years ended March 31, 2023 and 2022 totaled approximately $2.2 million and $1.9 million, respectively. The above amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings.

(2)During the fiscal periods ended March 31, 2023 and 2022, there were no fees billed for products and services provided by the Company’s independent registered public accounting firm other than those set forth above.

DETERMINATION OF INDEPENDENCE

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.

Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board Committees – Audit Committee” and “Report of the Audit Committee.”


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PRE-APPROVAL POLICY

According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors.

The Audit Committee approved all services provided by Deloitte during the years ended March 31, 2023 and 2022. The Audit Committee has considered the nature and amount of the fees billed by Deloitte and believes the services provided by Deloitte are compatible with maintaining Deloitte’s independence.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.

In fulfilling its oversight responsibilities, the Audit Committee:

•reviewed and discussed our financial statements as of and for the fiscal year ended March 31, 2023 with management and Deloitte;

•discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•received the written disclosures and the letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board; and

•discussed with Deloitte their independence.

Based on its review and discussions noted above, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for filing with the SEC. The Audit Committee also appointed Deloitte as our independent registered public accounting firm for fiscal year ending March 31, 2024.



Submitted by the Audit Committee of our Board:

Jim McGinty, Chair David Kamenetzky Betsy McLaughlin

RECOMMENDATION OF OUR BOARD AND AUDIT COMMITTEE

OUR BOARD AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2024.


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03						PROPOSAL THREE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with SEC rules, we are providing our stockholders with the opportunity to approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement.

As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.

This proposal, commonly referred to as the “say-on-pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our executive compensation philosophy, objectives and program, as described in this Proxy Statement. Accordingly, we ask our stockholders to approve the compensation of our named executive officers as disclosed in this Proxy Statement, including in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the stockholders of BARK, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as disclosed in the Proxy Statement for the 2023 Annual Meeting, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

As this is an advisory vote, the result will not be binding on our Board or Compensation Committee. However, the say-on-pay vote will provide us with important feedback from our stockholders about our executive compensation philosophy, objectives and program. Our Board and Compensation Committee value the opinions of our stockholders and expect to take into account the outcome of the vote when considering future executive compensation decisions and evaluating our executive compensation program.

RECOMMENDATION OF OUR BOARD

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL


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04						PROPOSAL FOUR APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

The State of Delaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) to authorize exculpation of officers of Delaware corporations. This protection has long been afforded to directors - our Amended and Restated Certificate of Incorporation currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with the DGCL. The recent DGCL amendments extend the opportunity for Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain circumstances. This provision would only permit exculpation for direct claims, as opposed to derivative claims made by stockholders on behalf of the Company, and would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for limiting the scope of liability is to strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.

The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent.

Accordingly, the Board believes that the proposal to adopt provisions extending exculpation to officers is fair and in the best interests of the Company and its stockholders.

The proposal would add a new Article Fourteen to our Amended and Restated Certificate of Incorporation to read in its entirety as follows:

FOURTEENTH: To the fullest extent permitted by the DGCL as it now exists and as it may hereafter be amended, no officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as an officer. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, modification or repeal of this Article FOURTEENTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, an officer of the Corporation with respect to actions or omissions occurring prior to the time of such amendment, modification or repeal.

This description of the proposed amendment to the Amended and Restated Certificate of Incorporation is a summary and is qualified in its entirety by the Certificate of Amendment to our Amended and Restated Certificate of Incorporation, which is attached to this Proxy Statement as Exhibit A and reflects the proposed changes described above. If this Proposal 4 is approved, we intend to file the Certificate of Amendment to our Amended and Restated Certificate of Incorporation, reflecting the approved new provision, with the Delaware Secretary of State as soon as practicable following the Annual Meeting.

The affirmative vote of the holders of at least a majority in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, will be required to approve the proposed amendment to the Amended and Restated Certificate of Incorporation to adopt a provision allowing for the exculpation of certain officers.

RECOMMENDATION OF OUR BOARD

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL


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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth information with respect to our executive officers as of the date of this Proxy Statement:


Name	Age	Position(s)
Matt Meeker	49	Chief Executive Officer and Chair
Zahir Ibrahim	53	Chief Financial Officer
Allison Koehler	55	General Counsel and Secretary
Nari Sitaraman	50	Chief Technology Officer

Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of Matt Meeker is provided above under the section “Information About Our Directors - Class B Directors”.

Zahir Ibrahim has served as the Company’s Chief Financial Officer since January 2023. Prior to joining BARK, Mr. Ibrahim served as Chief Financial Officer (CFO) and Chief Accounting Officer of Do Good Foods, LLC, a company that upcycles grocery surplus into animal feed, from September 2021 to December 2022, and he served as Executive Vice President (EVP) CFO of KIND, LLC, a snack food company, from June 2015 to September 2021. Prior to that, he served as EVP CFO at Annie’s, Inc., an organic food supplier, (NYSE:BNNY) from November 2013 to May 2015. From 2007 to 2013, Mr. Ibrahim worked at Molson Coors Brewing Company, a drink and brewing company, (NYSE:TAP) including serving as Vice President Corporate Controller from 2011 to 2013.

Allison Koehler has served as the Company’s General Counsel since December 2021. Prior to joining BARK, Ms. Koehler served as Vice President, Deputy General Counsel and Assistant Secretary at The RealReal, Inc. (NASDAQ:REAL), a luxury consignment company, from February 2020 to December 2021. Prior to that, she served as Vice President and Deputy General Counsel at AppLovin Corporation, a games company. Ms. Koehler also held various roles at eBay Inc., an e-commerce company, (NASDAQ:EBAY) for Global M&A, Securities and Corporate Governance from 2013 to 2019, most recently as Associate General Counsel from 2017 to 2019.

Nari Sitaraman has served as the Company’s Chief Technology Officer since July 2021. Prior to joining BARK, Mr. Sitaraman served as the Chief Technology Officer at Crate & Barrel, a home decor retailer, from August 2018 to July 2021. Prior to that, he served as the Chief Technology Officer at The Shade Store, a window treatment retailer, from December 2014 to August 2018.


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EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes our compensation program relating to our named executive officers for the fiscal year ended March 31, 2023. The compensation program put in place prior to the closing of the June 2021 acquisition of Barkbox, Inc. by Northern Star Acquisition Corp., a publicly traded special purpose acquisition company (the "Business Combination") reflects our startup origins in that it consisted primarily of salary and bonuses, as well as awards of stock options and restricted stock. We expect that our executive compensation programs will continue to evolve to reflect our status as a more mature, publicly-traded company, while still supporting our overall business and compensation objectives.

For our fiscal year ended March 31, 2023, our named executive officers were:



			•Matt Meeker, Chief Executive Officer •Zahir Ibrahim, Chief Financial Officer •Allison Koehler, General Counsel and Secretary •Nari Sitaraman, Chief Technology Officer

When we refer to named executive officers ("NEOs"), we are referring to the Company’s NEOs who remained with the Company as of March 31, 2023: Mr. Meeker, Mr. Ibrahim, Ms. Koehler and Mr. Sitaraman.

Certain executive officers who departed the Company during fiscal year 2023 are also deemed NEOs under SEC executive compensation disclosure rules. For the sake of clarity, we have created a separate section, “Compensation Decisions for Former NEOs” to describe the compensation decisions made with respect to these former executive officers. This section provides information regarding the compensation decisions related to these former executive officers:

•Cindy Gustafson, former Chief Marketing Officer

•Rustin Richburg, former Chief People Officer

•Howard Yeaton, former Interim Chief Financial Officer

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

For fiscal year 2023, the principal elements of the compensation program for our NEOs were base salary and incentive compensation delivered in the form of an annual cash incentive opportunity, restricted stock units (“RSUs”), and stock options. Our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation.

Base Salary

Base salary is set at a level intended to be commensurate with the NEO’s duties and authorities, contributions, and prior experience. The relative levels of base salary for our NEOs are established after considering market-competitive levels, individual performance, and, in the case of new hires, the compensation they received at their predecessor companies.

Annual Cash Incentives

The NEO’s annual cash incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. Annual cash incentive compensation is paid to executives through our annual cash incentive program and is designed to support our pay-for-performance philosophy. This annual cash incentive compensation is designed to motivate and reward executives based on their achievement of performance targets established by the Compensation Committee for the fiscal year.

The Compensation Committee established incentive targets for the annual cash incentive program based on achieving threshold, target, and maximum amounts for adjusted EBITDA. The payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. The threshold performance must be met for any payout under our annual cash incentive program.


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Long-term Equity Incentives

We deliver our long-term incentives entirely in the form of equity awards to further align the interests of our NEOs with our stockholders and to further motivate our leadership team on execution of our long-term performance goals. The grant levels of the long-term incentive awards are also set at a level that is intended to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. A significant portion of total compensation for each NEO is provided in the form of equity awards with a multi-year vesting period and the value of which fluctuates directly with our stock price performance. Historically, long-term equity incentives were provided in the form of stock options. Following the Business Combination, long-term equity incentive grants to NEOs included both stock options and RSUs and, in the case of fiscal 2023, performance-vesting stock options granted to our CEO. The Compensation Committee views stock options to be performance-based, as the stock option will have no value unless the Company’s stock price appreciates from the date of grant.

Other Benefits and Perquisites

We provide benefits to our NEOs on the same basis as provided to all of our employees, including health, dental and vision insurance, pet insurance, life insurance, accidental death and dismemberment insurance, short- and long-term disability insurance, and a Section 401(k) retirement plan. Our perquisites for executives are limited to relocation benefits negotiated on a case-by-case basis.

COMPENSATION DECISIONS FOR FISCAL YEAR 2023

Base Salary

The following table sets forth the base salaries for our NEOs for fiscal year 2023:


Named Executive Officer	Base Salary FY22 ($)	Base Salary FY23 ($)
Matt Meeker(1)	375,000	525,000
Zahir Ibrahim(2)	—	525,000
Allison Koehler	320,000	330,000
Nari Sitaraman(3)	375,000	425,000

(1)Mr. Meeker resumed the role of Chief Executive Officer in January 2022 and his base salary for fiscal year 2023 was increased based on the change in role to Chief Executive Officer and a review of competitive market data and our historical compensation practices.

(2)Mr. Ibrahim commenced employment with the Company on January 3, 2023 and his base salary was established based on a review of competitive market data, our historical compensation practices, and the compensation received by Mr. Ibrahim at his predecessor company.

(3)Mr. Sitaraman's base salary for fiscal year 2023 was increased based on a review of competitive market data for the Chief Technology Officer role.


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Annual Cash Incentives

Under the fiscal year 2023 annual cash incentive plan, the Compensation Committee established adjusted EBITDA as the sole performance metric for determining payouts in order to focus management on the path to profitability. The threshold adjusted EBITDA performance goal to receive a payout under the annual cash incentive program was negative $29.5 million. For purposes of the annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest expense; (2) depreciation and amortization; (3) stock-based compensation expense; (4) change in fair value of warrants and derivatives; (5) sales and use tax expense; (6) restructuring charges related to reduction in force payments; (7) executive transition costs; (8) duplicative rent expense incurred during the relocation of our corporate headquarters; (9) impairment of assets; (10) transaction costs; (11) demurrage fees related to freight; and (12) other one-time items not viewed as indicative of our day-to-day performance.

For fiscal year 2023, the Compensation Committee established the following maximum incentive opportunities for each of the NEOs, with the incentive opportunities established for our NEOs based on the competitive market. As noted above, the payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. Pursuant to the terms of his offer letter, Mr. Ibrahim was eligible for an annual cash incentive payment equal to 75% of his maximum incentive opportunity.


Named Executive Officer	Maximum Incentive (%)	Maximum Incentive Payout ($)
Matt Meeker(1)	100	525,000
Zahir Ibrahim(2)	75	295,312
Allison Koehler	40	132,000
Nari Sitaraman(3)	50	212,500

(1)Mr. Meeker resumed the role of Chief Executive Officer in January 2022 and his maximum incentive opportunity for fiscal year 2023 was increased based on the change in role to Chief Executive Officer, a review of competitive market data, and our historical compensation practices.

(2)Mr. Ibrahim commenced employment with the Company on January 3, 2023 and his maximum incentive opportunity was established based on a review of competitive market data, our historical compensation practices, and the compensation received by Mr. Ibrahim at his predecessor company.

(3)Mr. Sitaraman's maximum incentive opportunity for fiscal year 2023 was increased based on a review of competitive market data for the Chief Technology Officer role.

We did not achieve the threshold performance goal for adjusted EBITDA for fiscal year 2023 and, accordingly, none of our NEOs received an annual cash incentive for fiscal year 2023. In addition, although Mr. Ibrahim was entitled to receive an annual cash incentive payment equal to 75% of his incentive opportunity, Mr. Ibrahim elected to waive his fiscal year 2023 bonus entitlement. In accordance with SEC disclosure rules, because Mr. Ibrahim’s bonus was awarded prior to his waiver of the bonus, the Fiscal 2023 Summary Compensation Table includes Mr. Ibrahim’s waived fiscal year 2023 bonus amount in the “Bonus” column.

Other Bonuses

In fiscal year 2023, certain of our NEOs received bonuses as follows:

•Pursuant to the terms of his January 2023 offer letter, which included a sign on bonus of $1,000,000 paid in quarterly installments, Mr. Ibrahim received a bonus payment of $250,000, with the remaining sign on bonus to be paid to Mr. Ibrahim in fiscal year 2024 based on his continued service through each of the payment dates.

•Pursuant to the terms of her December 2021 offer letter, which included a sign on bonus of $85,000 paid in two semi-annual installments, Ms. Koehler received the second $42,500 installment of her bonus payment in fiscal year 2023.

Long-term Equity Incentives

The following table sets forth the grant date fair value of awards of RSUs and stock options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), granted to our NEOs in fiscal year 2023 as well as the new hire awards to Mr. Ibrahim in fiscal year 2023. The grant levels were determined based on the competitive market and our historical compensation practices. Each of the NEOs received an equity grant in fiscal 2023 other than Ms. Koehler due to the timing of her commencement of employment in the third quarter of the Company's fiscal year 2022.


22			2023 Proxy Statement BARK


Table of Contents			EXECUTIVE COMPENSATION


Named Executive Officer	Stock Options ($)	RSUs ($)
Matt Meeker	708,561	—
Zahir Ibrahim	953,250(1)	1,432,500(1)
Allison Koehler	—	—
Nari Sitaraman	376,822(1)	1,725,000(1)(2)

(1)These options and RSUs, as applicable, vest 25% on the first anniversary of the date of grant, and then in substantially equal quarterly amounts over the remaining three years.

(2)Mr. Sitaraman received a retention RSU grant in the amount of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount scheduled to vest in substantially equal quarterly amounts over the remaining two years.This award was granted as a retention device in recognition of Mr. Sitaraman's equity holdings at the time and the impact of the decrease in the price of the Company's common stock on his equity award holdings.

In order to further align Mr. Meeker’s interests with those of our stockholders and to incentivize actions that support the creation of stockholder value, on April 15, 2022, Mr. Meeker was granted a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest.

Other Benefits and Perquisites

Our NEOs participate in our corporate-wide benefit programs and are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan.

COMPENSATION DECISIONS FOR FORMER NEOS

Ms. Gustafson

Ms. Gustafson resigned as Chief Marketing Officer in February 2023. Ms. Gustafson did not receive any payment in connection with her resignation.

For fiscal year 2023, Ms. Gustafson’s base salary was established at $400,000, and her target incentive bonus opportunity was set at 50% of her base salary. In connection with the commencement of her employment with the Company, Ms. Gustafson received a sign-on bonus of $125,000 and an initial equity grant on August 8, 2022 of 303,030 RSUs and 303,030 stock options, which she forfeited in connection with her resignation.

Mr. Richburg

Mr. Richburg resigned as Chief People Officer in May 2022. Mr. Richburg did not receive any payment in connection with his resignation.

For fiscal year 2023, Mr. Richburg's base salary was increased from $325,000 to $350,000 on April 4, 2022 and he received an equity grant on April 11, 2022 of RSUs with a grant date fair value of $345,000 and stock options with a grant date fair value of $427,620, each of which was forfeited in connection with his resignation. Mr. Richburg also received a retention RSU grant with a grant date fair value of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount vesting in substantially equal quarterly amounts over the remaining two years. Mr. Richburg received this retention RSU grant as an inducement for him to remain with the Company and in recognition of Mr. Richburg's current equity holdings and the impact of the decrease in the price of the Company's common stock on his equity holdings. At the time of his separation, this grant had partially vested based on his service during the year in accordance with the terms of the award agreement.

Mr. Yeaton

Mr. Yeaton resigned as Interim Chief Financial Officer in January 2023. Mr. Yeaton did not receive any payment in connection with his resignation.

In connection with Mr. Yeaton’s resignation, we entered into a consulting agreement with Mr. Yeaton (the “Consulting Agreement”), effective as of January 3, 2023, which provided for CFO transition support services in exchange for a $40,000 payment. We also entered into an advisor agreement with Mr. Yeaton (the “Advisor Agreement”), effective as of February 8, 2023, pursuant to which Mr.


BARK 2023 Proxy Statement			23