bark-20240729

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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BARK, Inc.

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			LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER

July 29, 2024

To Our Stockholders:

I am pleased to invite you to attend BARK, Inc.’s 2024 Annual Meeting of Stockholders to be held on Thursday, September 12, 2024 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/bark2024.

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 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2024 annual meeting of stockholders (the "Annual Meeting") of BARK, Inc., a Delaware corporation, (the "Company" or "BARK"), will be held on September 12, 2024, 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/bark2024 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 the two Class C 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, 2025	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 remove the waiver and renunciation of corporate opportunities related to BARK	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 July 16, 2024 (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 29, 2024.

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 41 of the accompanying Proxy Statement.


July 29, 2024
By Order of the Board of Directors,

Allison Koehler
Chief Legal Officer and Secretary New York, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER 12, 2024 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, 2024, are available to stockholders free of charge at www.proxyvote.com.


TABLE OF CONTENTS


NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS			i

PROPOSAL ONE – ELECTION OF CLASS C DIRECTORS			1
General			1
Information About Our Board			1
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 Guidelines			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
Insider Trading Policy; Prohibition on Hedging and Pledging of Company Securities			14

PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025			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 2024			21
Our Compensation Process			23
Peer Group			25
Severance and Change in Control			26
No Hedging or Pledging			26
Compensation Committee Interlocks and Insider Participation			26
Report of the Compensation Committee			27

EXECUTIVE COMPENSATION TABLES			28

EQUITY COMPENSATION PLAN INFORMATION			37

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			38
Policies and Procedures for Related Party Transactions			38
Indemnification of Directors and Executive Officers			38

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT			39
Delinquent Section 16(a) Reports			40

QUESTIONS AND ANSWERS			41

WHERE YOU CAN FIND MORE INFORMATION			46

FORM 10-K			46

OTHER MATTERS			46

EXHIBIT A			47


Table of Contents


01
						PROPOSAL ONE ELECTION OF CLASS C DIRECTORS

GENERAL

Our board of directors (the "Board") currently consists of seven 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 C directors, Larry Bodner and Jim McGinty, will expire at the Annual Meeting. At the Annual Meeting, our stockholders will vote to elect the two nominees named in this Proxy Statement, Mr. Bodner and Mr. McGinty, as Class C directors, whose terms will expire at the annual meeting of stockholders to be held in 2027.

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.

Mr. Bodner was identified as a candidate for director by a third-party search firm and appointed to the Board effective September 19, 2023.

The candidacies of Mr. Bodner and Mr. McGinty 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. Bodner and Mr. McGinty for election as Class C directors at the Annual Meeting.

Each of Mr. Bodner and Mr. McGinty currently serve on our Board, has consented to be named in this Proxy Statement and has agreed to serve, if elected, until the 2027 annual meeting of stockholders or until his successor has been duly elected and qualified or until his earlier death, resignation or removal.

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.

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 2026
Annual Meeting

Term Expiring at the 2024
Annual Meeting

•Betsy McLaughlin

•Henrik Werdelin

•Paulette Dodson

•Matt Meeker

•Michele Meyer

•Larry Bodner

•Jim McGinty


BARK 2024 Proxy Statement			1


PROPOSAL ONE			Table of Contents

INFORMATION ABOUT OUR DIRECTORS

Class C Directors

Directors with terms expiring at the 2024 Annual Meeting:


Larry Bodner Age: 61 Director Since: September 2023


COMMITTEES •Audit

PUBLIC COMPANY BOARDS •Hostess Brands (NASDAQ: TWNK) (2016-2023)						CAREER HIGHLIGHTS •CEO of Dollar Shave Club (2023-present) •CEO of Bulletproof 360 (2019-2023) •CFO of Sovos Brands (2017-2019)

PRIVATE COMPANY BOARDS •None						KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and pet and food companies •Relevant Senior Leadership/CEO & CFO •Family includes two Bernese Mountain Dogs, Jake & Moose


Jim McGinty Age: 62 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 •Chief Financial Officer of Hot Topic, Inc. from January 2001 through January 2013 (NASDAQ: HOTT)

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


2			2024 Proxy Statement BARK


Table of Contents			PROPOSAL ONE

Class A Directors

Directors with terms expiring at the 2025 Annual Meeting:


Betsy McLaughlin Lead Independent Director Age: 63 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 2024 Proxy Statement			3


PROPOSAL ONE			Table of Contents


Henrik Werdelin Age: 48 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 •None						KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience of BARK’s business •Innovation/technology experience •Recognized entrepreneur and AI keynote speaker •Adopted Molly. a Labrador Retriever, in 2013

Class B Directors

Directors with terms expiring at the 2026 Annual Meeting:


Paulette Dodson Age: 60 Director Since: March 2023


COMMITTEES •Corporate Governance & Nominating (Chair)

PUBLIC COMPANY BOARDS •Portillo's (NASDAQ: PTLO) (2021-Present) •Trupanion (NASDAQ: TRUP) (2023-Present)						CAREER HIGHLIGHTS •General Counsel, Alight, Inc. (NYSE: ALIT) from 2018 through 2022 •General Counsel, Petsmart (NASDAQ: PETM) from 2012 through 2018 •General Counsel, Sara Lee (NYSE: SLE) from 2010 through 2012

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


4			2024 Proxy Statement BARK


Table of Contents			PROPOSAL ONE


Matt Meeker Executive Chairman Age: 50 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


Michele Meyer Age: 60 Director Since: March 2023


COMMITTEES •Compensation

PUBLIC COMPANY BOARDS •GNC (2019-2020) •Embark Trucks (2021-2023)						CAREER HIGHLIGHTS •31 Years at General Mills (NYSE: GIS) from 1988 to 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


BARK 2024 Proxy Statement			5


PROPOSAL ONE			Table of Contents

FISCAL YEAR 2024 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, 2024. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 2024 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2024. 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 2024.


Name	Fees Earned in Cash ($)(1)	RSU Awards ($)(2)	Stock Option Awards	Total ($)
Joanna Coles(4)	12,500	42,908	—	55,408
Larry Bodner(3)	30,000	297,045	—	327,045
Paulette Dodson(5)	41,250	300,000	—	341,250
David Kamenetzky(6)	43,750	99,999	—	143,749
Jim McGinty	70,000	99,999	—	169,999
Betsy McLaughlin	90,000	99,999	—	189,999
Michele Meyer(5)	41,250	300,000	—	341,250

(1)Amounts reported for “Fees Earned in Cash” reflect fees earned during fiscal year 2024.

(2)Amounts reported for “RSU Awards” reflect the aggregate grant date fair value of the RSUs awarded during fiscal year 2024, computed in accordance with ASC 718 based on the closing stock price on the date of the grant.

(3)Mr. Bodner was appointed to the Board effective September 19, 2023.

(4)Ms. Coles did not stand for reelection at our 2023 annual meeting of stockholders. In recognition of her service and the compensation that she would forfeit because of the change in the annual meeting date prior to the vesting date, Ms. Coles was granted 36,363 RSUs with immediate vesting to recognize her service for such year.

(5)Ms. Dodson and Ms. Meyer were appointed to the Board, each effective March 28, 2023, and received their initial RSU awards in fiscal year 2024.

(6)Mr. Kamenetzky resigned from the Board effective October 30, 2023.

(7)The following table sets forth the aggregate number of outstanding RSUs, including deferred RSUs, held by each non-employee director as of March 31, 2024:


Name	Stock Option Awards	RSU Awards
Larry Bodner	—	375,000
Joanna Coles	—	—
Paulette Dodson	—	277,778
David Kamenetzky	—	—
Jim McGinty	—	157,471
Betsy McLaughlin	—	157,172
Michele Meyer	—	277,778

For the third and fourth quarters of fiscal year 2024, each non-employee director received an annual cash retainer of $50,000 (increased from $40,000 in fiscal year 2023). 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 the applicable vesting date.


6			2024 Proxy Statement BARK


Table of Contents			PROPOSAL ONE

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 fiscal year 2024 annual refresh grant had a grant date fair value equal to approximately $100,000. 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 $25,000 for creative consulting and administrative services provided to the Company through Prehype, LLC totaling $300,000 and received $1,000 a month towards administrative support through December 31,2023, for a total of $9,000. The monthly fee was unrelated 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 2024.

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 C DIRECTOR NOMINEES NAMED ABOVE.


BARK 2024 Proxy Statement			7


Table of Contents


CORPORATE GOVERNANCE

CORPORATE GOVERNANCE HIGHLIGHTS

Board Independence
and Composition

Board Performance

Policies, Programs
and Guidelines

• 5 of 7 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 CEO and 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 at https://investors.bark.co.

Audit Committee

Compensation Committee

Corporate Governance
and Nominating Committee

•Jim McGinty (Chair)

•Larry Bodner

•Betsy McLaughlin

•Betsy McLaughlin (Chair)

•Michele Meyer

•Paulette Dodson (Chair)

•Jim McGinty

Audit Committee

The Audit Committee consists of:

Jim McGinty, Larry Bodner 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			2024 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 our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and respond to data breaches;

•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 2024.

Compensation Committee

The Compensation Committee consists of:

Betsy McLaughlin 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 6 times during fiscal year 2024.


BARK 2024 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 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” in this Proxy Statement.

The Corporate Governance Committee met 4 times during fiscal year 2024.

MEETINGS OF THE BOARD

Our Board held 5 meetings during the fiscal year ended March 31, 2024. 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 and all of our current directors attended our prior annual meeting of stockholders.


10			2024 Proxy Statement BARK


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 Betsy 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 GUIDELINES

Our Board believes that an ownership stake in the Company strengthens the alignment of interests between directors and our CEO, on the one hand, and stockholders, on the other hand. Our Board requires that members of the Board and our CEO hold a number of shares equal in amount to five times the annual cash retainer amount or base salary, as the case may be. Each member of the Board and our CEO has five years to meet this requirement.

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 2024, we employed approximately 708 full-time and part-time employees, with 377 employees based in the U.S. and 331 employees based in the Philippines. Our employee population includes approximately 393 BARK Happy Ambassadors and their leadership, 76 engineers, data scientists, and technology staff, 59 designers and creative team members, 81 operations and fulfillment center employees, and 101 marketing, general, and administrative employees. As of March 31, 2024, 68% of our employees, 38% of our management team, and 43% 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, our employees who live near the New York, New York and Columbus, Ohio offices have hybrid work arrangements and our offices are also used for regular team collaboration, all hands meetings, workshops and more. Dogs are welcome too!

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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Table of Contents			CORPORATE GOVERNANCE

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

Our Board is ultimately responsible for the risk oversight of the company, including cybersecurity and privacy risks. Our Board has delegated responsibility for oversight of cybersecurity risks to the Audit Committee. The Audit Committee is composed of board members with diverse expertise enabling its members to oversee cybersecurity risks effectively. Our Audit Committee’s responsibilities include reviewing the Company’s cybersecurity and other information technology risks, controls and procedures, including the Company’s plans to mitigate cybersecurity risks and to respond to data breaches.

The Audit Committee will receive reports, briefings and presentations from senior management, including our Director of Information Security, at periodic committee meetings, including, on a rotating basis, in-depth presentations on specific areas of risk and regular enterprise risk management updates as needed.

In addition to scheduled meetings, significant developments or incidents, even if immaterial to us, are reviewed regularly by a cross-functional team, including the Chief Financial Officer and the General Counsel, to determine whether further escalation to the Audit Committee and/or the Board is appropriate, ensuring the Audit Committee’s and the Board’s oversight is timely and responsive. Our Incident Response Plan also includes immediate actions to mitigate the impact and strategies for remediation and prevention of future incidents.

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 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.


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CORPORATE GOVERNANCE			Table of Contents

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 addition, David Kamenetzky, who resigned from our Board on October 30, 2023, was deemed independent. 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.”

INSIDER TRADING POLICY; PROHIBITION ON HEDGING AND PLEDGING OF COMPANY SECURITIES

We have an insider trading policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. It is the Company’s policy not to trade in Company securities in violation of securities laws. Our insider trading policy 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, 2025

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, 2025. 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.

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, 2025. 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, 2024 and 2023. Deloitte has been our independent registered public accounting since 2015.


	2024 ($)	2023 ($)
Audit fees(1)	1,372,592	2,196,064
Audit-related fees(2)	—	—
Tax fees(2)	—	—
All other fees(2)	—	—
Total	1,372,592	2,196,064

(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, 2024 and 2023 totaled approximately $1.4 million and $2.2 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, 2024 and 2023, 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, 2024 and 2023. 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, 2024 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, 2024 for filing with the SEC. The Audit Committee also appointed Deloitte as our independent registered public accounting firm for fiscal year ending March 31, 2025.



Submitted by the Audit Committee of our Board:

Jim McGinty, Chair Larry Bodner 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 FISCAL YEAR ENDING MARCH 31, 2025.


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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 2024 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

On August 23, 2023, plaintiff Geoffrey Vernon (the “Plaintiff”) filed a putative class action complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against BARK and certain current and former members of our Board (the “Defendants”) under the caption Vernon v. BARK, Inc. et al., C.A. No. 2023-0866-PAF (the “Action”). The Complaint alleged, among other things, that Article Thirteenth of the Company’s Third Amended and Restated Certificate of Incorporation (the “Waiver Provision” and the “Charter,” respectively), which provides for the waiver and renunciation of corporate opportunities related to the Company, violates Sections 102(b)(7) and 122(17) of Delaware’s General Corporation Law (“DGCL”) as impermissibly broad and impermissibly waiving fiduciary duties of the members of the Board.

The Defendants denied any and all wrongdoing alleged in the Complaint, however, because the Complaint had called into question the validity of the Waiver Provision, the Board determined that it was advisable and in the best interests of the Company and its stockholders to amend the Charter to delete the provisions of Article Thirteenth, in their entirety (the “Amendment”). The Board thus approved and adopted the Amendment and submit this Proposal Four to our stockholders for adoption and approval at this Annual Meeting.

On December 12, 2023, after Plaintiff was advised of the Board’s actions, Plaintiff filed a notice of voluntary dismissal of the Action as moot, which the Court approved by order dated December 13, 2023. Believing that the swift resolution of this Action was in the best interest of and benefit to the Company, and without admitting the allegations Plaintiff made in the Complaint, BARK also agreed to pay $95,000 (the “Mootness Fee,” inclusive of a $500 service award to Plaintiff) to Plaintiff’s counsel to resolve the anticipated application by Plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses. In connection with the January 8, 2024 stipulated order closing the case, the Court ordered that the Company provide this notice. The Court has not and will not pass judgment on the amount of the Mootness Fee.

Accordingly, the Board believes that this Proposal Four to amend the Charter to remove the Waiver Provision is fair and in the best interests of the Company and its stockholders.

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 Four 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.

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	50	Chief Executive Officer and Chair
Zahir Ibrahim	54	Chief Financial Officer
Michael Black	37	Chief Revenue Officer
Allison Koehler	56	Chief Legal Officer and Secretary
Meghan Knoll	37	Chief Direct To Consumer 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.

Michael Black has served as the Company’s Chief Revenue Officer since March 2024. Prior to joining BARK, Mr. Black was the Founder and President of Paragon International Advisors, a business consulting and services company, from October 2022 through March 2024 and a Board Advisor for PetLab Co., a provider of pet supplements and educational content, from October 2022 through March 2024. Prior to that, Mr. Black served in various roles, including Chief Executive Officer, Board Member and Chief Revenue Officer, at Outward Hound, a pet brand company, from May 2019 through September 2022.

Allison Koehler has served as the Company’s Chief Legal Officer since May 2024 and 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.

Meghan Knoll has served as the Company’s Chief Direct To Consumer Officer since June 2024, returning to BARK after last serving as the Senior Vice President, Direct To Consumer, from November 2021 to January 2023, and General Manager, Super Chewer, from October 2017 to November 2021. In her year and a half away from BARK, from February 2023 to June 2024, she served as CEO of Cat Person, a subscription based cat food company backed by brand incubator Harry's Labs.


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EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS

As a smaller reporting company, we are not required to include a “Compensation Discussion and Analysis” and are permitted to exclude certain executive compensation tables and the CEO pay ratio from our disclosure. We have elected to include a Compensation Discussion and Analysis as on a voluntary basis.

The following Compensation Discussion and Analysis describes our compensation program relating to our named executive officers for the fiscal year ended March 31, 2024.

For fiscal year 2024, our named executive officers were:



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

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, 2024: Mr. Meeker, Mr. Ibrahim, and Ms. Koehler.

Nari Sitaraman, who previously served as our Chief Technology Officer and departed the Company during fiscal year 2024, is also deemed an NEO under SEC executive compensation disclosure rules. For the sake of clarity, we have created a separate section, “Compensation Decisions for Former NEO” to describe the compensation decisions made with respect to Mr. Sitaraman.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Since the June 2021 acquisition of Barkbox, Inc. by Northern Star Acquisition Corp., a publicly traded special purpose acquisition company (the "Business Combination"), our executive compensation programs have continued to evolve to align with our status as a more mature, publicly-traded company, while still supporting our overall business and compensation objectives. For fiscal year 2024, the principal elements of the compensation program for our NEOs were base salary and incentive compensation delivered in the form of an annual incentive opportunity and long-term equity incentives comprised of 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, and individual performance.

Annual Incentive Opportunity

The NEO’s annual incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, and market data. Annual incentive compensation is paid to executives through our annual incentive program and is designed to support our pay-for-performance philosophy. This annual incentive compensation is designed to motivate and reward executives based on the achievement of performance goals established by the Compensation Committee for the fiscal year.

The Compensation Committee established incentive goals for the annual incentive program based on achieving threshold, target, and maximum amounts for two financial performance measures: net revenue and adjusted EBITDA (as defined below). The payout amounts for the various performance goals were set as follows: 50% payout for threshold performance; 100% payout for target performance; and 200% payout for performance at or above the maximum performance level. The threshold for a performance measure must be met for a payout for that performance measure under our annual incentive program. The performance measures were weighted at 40% for net revenue and 60% for adjusted EBITDA.

At the beginning of fiscal year 2024, the Compensation Committee determined that payouts under the annual incentive program would be comprised of eighty percent (80%) cash and twenty percent (20%) equity in the form of immediately vested and unrestricted shares of the Company.


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Table of Contents			EXECUTIVE COMPENSATION

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 the 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 market data. 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. 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.

COMPENSATION DECISIONS FOR FISCAL YEAR 2024

Base Salary

Base salary for two of our NEOs was increased for fiscal year 2024 based on a review of competitive market data and to continue to bring their base salary levels more in line with peer group data, as described further below. The following table sets forth the base salaries for our NEOs for fiscal year 2024:


Named Executive Officer	Base Salary FY23 ($)	Base Salary FY24 ($)
Matt Meeker	525,000	525,000
Zahir Ibrahim	525,000	550,000
Allison Koehler	330,000	375,000

Annual Incentive Opportunity

Under the fiscal year 2024 annual incentive program, the Compensation Committee established net revenue and adjusted EBITDA as the performance measures for determining payouts in order to focus management on our path to profitability. The thresholds for the net revenue and adjusted EBITDA performance goals to receive a payout under the annual incentive program were $510.0 million and negative $8.6 million, respectively.

For purposes of the annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest income, (2) interest expense, (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) sales and use tax (income) expense, (7) restructuring charges related to reduction in force payments, (8) (gain) loss on extinguishment of debt, (9) duplicate rent expense incurred during the relocation of our corporate headquarters, (10) impairment of assets, (11) transaction costs (12) demurrage fees related to freight, (13) technology transformation and (14) other items comprised of non-recurring retention payments to management, executive transition costs, warehouse restructuring costs, and legal settlements.

Following the end of the performance period, as part of its review of the Company’s financial performance against the goals established at the beginning of fiscal year 2024 and in accordance with its authority under the annual incentive program, the Compensation Committee considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance results. As a result, the Compensation Committee determined that it was appropriate to adjust the results for the adjusted EBITDA performance measure to exclude approximately $2.1 million of expenses primarily related to legal fees and other business investments not anticipated at the time the performance goals were set.

For fiscal year 2024, the Compensation Committee established the following incentive opportunities for each of the NEOs based on a comparison with the competitive market. As noted above, the payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 100% payout for target performance; and 200% payout for performance at or above the maximum performance level.


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Named Executive Officer	Target Incentive as a Percentage of Base Salary (%)	Target Incentive Payout ($)
Matt Meeker	100	525,000
Zahir Ibrahim	75	412,500
Allison Koehler	40	150,000

We achieved the threshold performance goal for adjusted EBITDA but not for net revenue for fiscal year 2024, therefore the NEOs received a partial payout for fiscal year 2024. As noted above, payouts under the annual incentive opportunity were comprised of eighty percent (80%) cash and twenty percent (20%) equity in the form of immediately vested and unrestricted shares of the Company. The payouts were:


Named Executive Officer	Shares ($)(1)	Cash ($)
Matt Meeker	28,350	126,000
Zahir Ibrahim	22,275	99,000
Allison Koehler	10,125	45,000

(1)The amounts reported in this column represent the portion of the bonus paid in fully vested shares, valued based on the stock price of $1.35 on May 30, 2024, the date the shares were settled.

Other Bonuses

In fiscal year 2024, 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 bonus payments of $750,000, representing payment of $250,000 per quarter, in fiscal year 2024 based on his continued service through each of the payment dates.

•Ms. Koehler received a retention bonus amount of $150,000 subject to clawback if she did not remain with the Company through June 2024, the anniversary date of such bonus.

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 2024. The grant levels were determined based on the competitive market and our historical compensation practices and the retentive value of outstanding equity awards. Each of the NEOs received an equity grant in fiscal 2024 as follows:


Named Executive Officer	Stock Options ($)(1)	RSUs ($)(2)
Matt Meeker	744,800	—
Zahir Ibrahim	—	540,000
Allison Koehler	—	204,000

(1)These options vest annually from the date of grant over three years.

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

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.


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Compensation Decisions For Former NEO

Mr. Sitaraman resigned as Chief Technology Officer in January 2024. Mr. Sitaraman did not receive any severance benefits or equity vesting in connection with his resignation.

For fiscal year 2024, Mr. Sitaraman's base salary was increased from $425,000 to $450,000 on April 4, 2023 and he received an equity grant on August 10, 2023 of RSUs with a grant date fair value of $330,000, which was forfeited in connection with his resignation. In addition, Mr. Sitaraman's target annual incentive opportunity was $225,000, which he forfeited upon his resignation. Mr. Sitaraman also received a retention bonus payment of $125,000 that was subject to claw back if Mr. Sitaraman did not remain with the Company through June 2024, which the Company waived the claw back requirement in recognition of his service and successful transition of his duties.

OUR COMPENSATION PROCESS

Role of the Compensation Committee

The Compensation Committee meets regularly with management, and in executive session without members of management present, to make decisions regarding our executive compensation programs and the compensation of our Chief Executive Officer and other executives. In making executive compensation decisions, the Compensation Committee reviews a variety of market data and information, including peer group and relevant industry information. The Chair of the Compensation Committee regularly reports on the committee’s actions to our Board.

The Compensation Committee’s responsibilities include the following:

•reviewing and making recommendations to the Board regarding the director compensation program and compensation of the Chief Executive Officer;

•approving overall compensation strategy;

•approving amounts and forms of executive compensation;

•approving goals and objectives to be considered in determining the compensation of the Chief Executive Officer and other executive officers;

•reviewing and approving annual and long-term incentive plans and benefit plans;

•reviewing and approving equity grants to employees; and

•approving on an annual basis, the compensation peer group.

Our Compensation Philosophy

Our compensation practices consist of the following, each of which the Compensation Committee believes reinforces our compensation objectives:


Checklist of Compensation Practices
ü	Rigorous target setting process for incentive metrics to align pay outcomes with performance	û	We do not have excessive severance benefits
ü	Double-trigger vesting for equity awards in the event of a change in control	û	No hedging or short sales and no pledging of our securities except in limited circumstances with approval
ü	Provide no executive-specific perquisites other than limited relocation benefits	û	No tax gross ups related to change in control
ü	Regularly assess the risk-reward balance of our compensation programs in order to mitigate risk


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EXECUTIVE COMPENSATION			Table of Contents

Compensation is a key driver of attraction, engagement, and retention of employees at all levels and represents one of our largest controllable expenses. To support sound, equitable resource allocation decisions, and to comply with regulatory requirements, we have developed our compensation philosophy, which articulates the principles used to guide our compensation program design and inform compensation decisions.


Principles		Approach
Alignment	u	Rewards designed to align to our business strategy, our mission and values, and our performance.
Competitiveness	u	Our compensation programs are informed by external market data and trends and are designed to be appropriately competitive to allow us to attract, motivate, and retain top talent.
Performance	u	Our compensation programs are designed to reward outstanding performance with compensation intended to be commensurate with performance.
Relevance	u	Our compensation programs holistically consider and are designed to reflect our employees' needs and priorities and the reasons they join, stay, and give their all to BARK.
Equity	u	Our compensation programs are designed to foster a culture of diversity, inclusion, and belonging, and support fair pay for all employees.
Purpose	u	Each of our compensation programs has a specific purpose to meet a specific requirement in our total rewards portfolio.

Compensation Consultant

Although not retained directly by the Compensation Committee, Willis Towers Watson served as an advisor to the Company and the Compensation Committee for the entirety of fiscal year 2024.

During fiscal year 2024, Willis Towers Watson provided advice to the Company and the Compensation Committee with respect to the following:

•current trends and best practices in compensation design and program alternatives;

•providing and discussing peer group and survey data for competitive comparisons and, based on this information, offering recommendations on NEO compensation, including the Chief Executive Officer;

•offering recommendations, insights and perspectives on compensation-related matters; and

•assisting in designing executive compensation programs designed to be competitive and to align the interests of our executives with those of our stockholders.

Other than the executive compensation advisory services provided to management and the Compensation Committee, Willis Towers Watson did not provide any services to the Company with respect to fiscal year 2024.

Role of Management

Our Chief Executive Officer is present at Compensation Committee meetings, except when the Compensation Committee is in executive session or when his own compensation is being discussed. With regard to executive compensation, our Chief Executive Officer provides his evaluation of each executive’s compensation to the Compensation Committee and makes recommendations with respect to base salary, annual cash incentives, and long-term equity incentives for each of his direct reports. These recommendations are made after considering the peer group, other relevant data, and each executive’s responsibilities and performance and his or her impact to the organization. This recommendation is considered by the Compensation Committee, which then makes its own decision regarding the compensation for each NEO.


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PEER GROUP

The Compensation Committee established a compensation peer group (the “Peer Group”) to be used in determining market competitiveness of our compensation programs.

To establish our Peer Group, the Compensation Committee evaluated the following considerations:


Consideration	Selection Guidance	Rationale
Industry	Same as BARK (or related/adjacent)	Typically reflects potential labor market competition and jobs of similar scope
Revenue	~0.25x to ~4.0x BARK	Revenue viewed as having the greatest correlation to cash compensation levels (holding other factors constant)
Market Capitalization	~0.25x to ~4.0x BARK	Market capitalization viewed as having the greatest influence on equity compensation levels (holding other factors constant)
Qualitative Factors	Examples: market cap./revenue multiple, revenue growth, IPO timing, the business model	Focus on company alignment and business model to refine group to peers meeting other criteria

During fiscal year 2024, the Compensation Committee reviewed the Company's Peer Group based on the considerations above. Based on this review, the Compensation Committee determined the Company's Peer Group for fiscal year 2024 as set forth below.(1)


Allbirds			PetMed Express
Boxed			Revolve Group
Build-A-Bear Workshop			SmileDirectClub
Duluth Holdings			Stitch Fix
Freshpet			The RealReal
Kirkland's			Vivid Seats
PetIQ			Warby Parker

(1)All of the peer companies above were added except Stitch Fix and Warby Parker. The following companies were removed from the Company's fiscal year 2023 peer group: 2U, Blue Nile, Cars.com, Carvana, Casper Sleep, Channel Advisor, Cimpress, Datadog, Etsy, Eventbrite, FarFetch, Liquidity Services, LivePerson, Lyft, Minted, MongoDB, Par Technology Corp, Paylocity, Rapid7, Rent The Runway, SeatGeek, Shopify, Shutterfly, Shutterstock, TaskRabbit, Vroom, Workiva, Yext, Zappos and Zazzle.

For roles where our Peer Group data is limited, the Compensation Committee also reviewed an evenly weighted blend of our proxy Peer Group data and supplemental market data from Radford Global Compensation Database composed of participating peer companies and relevant industries.


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SEVERANCE AND CHANGE IN CONTROL

Our current NEOs, other than Mr. Meeker, are subject to severance and change in control agreement (the "Severance and Change in Control Agreement"), as further described below. We believe the benefits provided under the Severance and Change in Control Agreements are necessary to meet our objectives to:

•attract and retain top executive talent;

•ensure our executives remain objective and dedicated to the Company’s strategic objectives; and

•facilitate a smooth transition should a change in control occur.


			Component			Change in Control Termination Event(1)
			Salary Benefit			Twelve (12) months salary continuation
			Bonus			Target annual incentive bonus
			Equity			Full vesting acceleration
			Health Benefits			COBRA subsidy equal to duration of salary benefit

(1)The change in control benefits are subject to a double trigger, meaning that both a change in control and a qualifying termination of employment must occur during three months prior to or within twelve months following such change in control. A qualifying termination of employment under the Severance and Change in Control Agreements means termination by the Company without cause or by the executive due to good reason.


			Component			Severance
			Salary Benefit			Six (6) months salary continuation
			Bonus			None
			Equity			Six (6) months vesting acceleration
			Health Benefits			COBRA subsidy equal to duration of salary benefit

Mr. Meeker is not a party to a Severance and Change in Control Agreement and does not have any agreement in place entitling him to cash severance benefits.

In connection with the commencement of his employment, Mr. Ibrahim entered into a Severance and Change in Control Agreement providing for the same benefits as described above, but with certain modifications which the Compensation Committee approved in connection with the negotiation of the terms of his offer letter and after considering the input of the Company's compensation consultant at the time. In the event of an involuntary termination, Mr. Ibrahim will also receive: (i) a lump sum payment equal to his target annual incentive for the applicable year; and (iii) depending on his period of service with the Company, accelerated vesting of his outstanding equity awards (12 months of acceleration for terminations after his one-year anniversary but prior to his two-year anniversary with the Company and six months of acceleration for terminations after his second anniversary with the Company). In addition, in lieu of the benefits described above, in the event of an involuntary termination occurring six (6) months prior to, or eighteen (18) months after, a change in control, Mr. Ibrahim will receive: (i) a lump sum payment equal to two (2) times annual base salary plus the target annual bonus for the relevant fiscal year, (ii) full acceleration of all outstanding equity awards; and (iii) twenty four (24) months continued health insurance coverage under COBRA.

INSIDER TRADING POLICY; NO HEDGING OR PLEDGING

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on the Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Board.


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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed this CD&A with our management. Based on this review and discussion, the Compensation Committee recommended to our Board that the CD&A be included in this Proxy Statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.


The Compensation Committee Betsy McLaughlin (Chair) Michele Meyer


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Table of Contents


EXECUTIVE COMPENSATION TABLES

FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE

The following table shows information regarding the compensation of our NEOs for services performed in fiscal 2024 and, to the extent applicable by SEC disclosure rules, fiscal years 2023 and 2022.


Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(4)	Total ($)
Matt Meeker	2024	525,000	—	31,500	744,800	126,000	21,000	1,448,300
Chief Executive Officer	2023	519,231	—	—	708,561	—	—	1,227,792
	2022	375,000	57,692	—	—	—	—	432,692
Zahir Ibrahim(5)	2024	545,192	750,000(6)	564,750	—	99,000	22,711	1,981,653
Chief Financial Officer	2023	109,038	545,312	1,432,500	953,250	—	130	3,040,230
Allison Koehler	2024	366,346	150,000(7)	215,250	—	45,000	—	776,596
General Counsel	2023	328,077	42,500	—	—	—	—	370,577
	2022	94,769	194,363	843,751	102,864	—	—	1,235,747
Nari Sitaraman(8)	2024	371,346	125,000(9)	330,000	—	—	11,202	837,548
Chief Technology Officer	2023	423,077	—	1,725,000	376,822	—	780	2,525,679
	2022	273,145	326,453	1,250,001	931,178	—	10,012	2,780,777

(1)Amounts reported in this column reflect the base salaries earned during the applicable year.

(2)Amounts reported in this column for fiscal year 2024 reflect the aggregate grant date fair value of RSUs and vested shares awarded in fiscal year 2024, including the portion of the annual incentive that was awarded in fully vested shares. The amounts reported in this column are computed in accordance with ASC 718 based on the Company’s stock price on the date of grant, with the annual incentive share awards valued at the time the performance measures for the annual incentive program were approved based on the probable achievement of the performance goals at that time and the stock price as of such date. These amounts reflect our calculation of the accounting value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the NEOs.

(3)Amounts reported in this column for fiscal year 2024 reflect the aggregate grant date fair value of stock options awarded in fiscal year 2024, computed in accordance with ASC 718. The amounts reported in this column reflect our calculation of the accounting value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the NEOs. See footnote 9 —Stock-Based Compensation Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts.

(4)Consists of matching funds for the Company's 401(k) program.

(5)Mr. Ibrahim commenced employment with the company on January 3, 2023.

(6)This amount includes the remaining three of four quarterly installments of Mr. Ibrahim's $1,000,000 sign on bonus that was awarded to him in connection with his January 2023 commencement of employment.

(7)Ms. Koehler received retention bonuses of $150,000 that were subject to claw back if Ms. Koehler did not remain with the Company through June 2024.

(8)Mr. Sitaraman terminated employment with the Company on January 19, 2024.

(9)Mr. Sitaraman received a retention bonus payment of $125,000 that was subject to claw back if Mr. Sitaraman did not remain with the Company through June 2024, which the Company waived in recognition of his service and successful transition of his duties.


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FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information on plan-based awards made during fiscal year ended 2024 to our NEOs.


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Stock Options (#)(4)	Exercise of base price of Stock Option Awards ($/Sh)(5)	Grant Date Fair Value of Stock Options and Stock Awards ($)(6)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)
Matt Meeker	—	210,000	420,000	840,000	—	—	—	—	—	—	0
	7/13/23	—	—	—	34,933	70,000	140,000	—	—	—	31,500
	8/16/23	—	—	—	—	—	—	—	980,000	1.18	744,800
Zahir Ibrahim	—	164,800	329,600	659,200	—	—	—	—	—	—	—
	7/13/23	—	—	—	27,467	54,933	109,867	—	—	—	24,750
	8/10/23