DEF 14A

PROXY SUMMARY

DEF 14A 1 d404737ddef14a.htm DEF 14A DEF 14A

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

(Amendment No.[ ])

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

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☐	Soliciting Material Under Rule 14a-12

NERDWALLET, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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April 13, 2023

Fellow Shareholders:

The past year has seen consumers and small-and mid-sized businesses (SMBs) face a number of financial challenges: With rising inflation, federal interest rate hikes, confusion around student loan forbearance, and cryptocurrency shake-ups, they have needed NerdWallet’s trusted, unbiased guidance more than ever.

I am incredibly proud of what the Nerds have accomplished on behalf of our consumers. We have a remarkable workforce of Nerds across the United States, Canada, and United Kingdom, all working diligently to realize our vision: A world in which everyone makes financial decisions with confidence. In 2022, our efforts to provide consumers with clarity and confidence included diverse initiatives such as expanding into Australia, vertically integrating in our Loans business with our acquisition of On the Barrelhead, and driving registrations and engagement through increasingly personalized, timely nudges.

As the driving force behind these achievements, our Nerds are our most important resource; their well-being is of paramount importance to both NerdWallet as a business and me as their fellow Nerd. In 2022, we furthered our commitments to Nerds, investing in enriching our remote-first practices; our Diversity, Equity, and Inclusion strategy; and our performance management and compensation programs. Over the summer, Nerds gathered for our first-ever employee conference, an opportunity to build deep connections that support ongoing remote-first collaboration. In the latter part of the year, we launched our internal pay transparency initiative, in advance of sharing salary range details in our job listings for prospective Nerds. This initiative is a continuation of our long-standing dedication to pay equity and provides our Nerds with unprecedented education about and insight into their compensation. Pay transparency is a journey, and while we are sure the initiative will evolve over time, I am excited that we have taken this first formative step.

We have also taken formative steps this year to crystallize our commitments that look beyond our Nerdy workforce to benefit our wider community. In November, we released our first Environmental, Social & Governance (ESG) Report, which outlined our larger ESG strategy and year-one plans. The three pillars of our ESG strategy are Achieving Our Vision, Investing in Our Nerds, and Building a Socially Responsible Business, and our plans build on the work we’ve done thus far to make a difference in our communities through our Corporate Social Responsibility (CSR) platform. In August, Nerds also gathered for a company-wide volunteer day, which included both in-office and remote opportunities for Nerds to come together to give back. You can read more about our ESG and CSR programs on our website, but we have also included high-level details in this proxy statement.

With this context, I am looking forward to hosting our Annual Meeting on May 24, 2023. At the meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important! Even if you plan to attend the Annual Meeting, please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card explain how to vote your shares.

On behalf of the Board of Directors, thank you for your continued support and confidence.

Sincerely,

TIM CHEN

Chief Executive Officer and Chairman of the Board

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Notice of 2023 Annual Meeting of Stockholders

The accompanying proxy statement is provided in connection with the solicitation of proxies by the Board of Directors of NerdWallet, Inc. for use at the 2023 Annual Meeting of Stockholders.

The Annual Meeting is being held virtually by live webcast on Wednesday, May 24, 2023, at 10:00 a.m., Pacific Time, to conduct the following items of business:

1.	To elect five members to our Board of Directors (“Board”), each to serve until the annual meeting in 2024 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service; and

2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023.

The accompanying proxy statement describes each of these items of business in detail. The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof. We have not received notice of any other matters that may properly be presented at the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials on or about April 13, 2023 to holders of record of shares of our Class A common stock and Class B common stock at the close of business on the record date, March 27, 2023. The Notice of Internet Availability of Proxy Materials contains information on how to access this notice, the proxy statement, the form of proxy and our 2022 Annual Report to stockholders over the Internet, as well as instructions on how to request a paper copy of these materials.

Only stockholders of record at the close of business on March 27, 2023, the date established by our Board as the record date, are entitled to receive notice of, and vote at, the Annual Meeting or any postponement, continuation, or adjournment thereof.

All stockholders are invited to attend the Annual Meeting by pre-registering at www.proxydocs.com/NRDS. You will be able to attend the Annual Meeting, submit appropriate questions to our management and Board, and vote your shares during the Annual Meeting. To participate in and vote at the Annual Meeting, stockholders will need the unique control number in their Notice of Internet Availability of Proxy Materials or proxy card. Additional information regarding the Annual Meeting is included in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote as soon as possible by telephone, by mail or over the Internet as described in the accompanying proxy statement.

By Order of the Board of Directors,

EKUMENE M. LYSONGE

Chief Legal Officer and Corporate Secretary

Table of Contents


PROXY SUMMARY				1

2023 Annual Meeting of Stockholders				1

About NerdWallet				2

Human Capital Management				4

Director Nominees				6

A Highly Diverse and Skilled Board				7

Executive Compensation—A Transition Year of a New Public Company				8

Corporate Governance Highlights—Reasonable Governance With A Controlling Stockholder				9

Environmental Social and Governance (ESG)				9

Human Capital Management Highlights				11

PROPOSAL NO. 1—ELECTION OF DIRECTORS				13

BOARD MATTERS				19

Director Nominations and Appointments				19

Family Relationships				20

Oversight by Our Board of Directors				20

Board Leadership Structure—Balanced Leadership Among Chief Executive Officer and Empowered Independent Directors				21

Meetings of Our Board and Committees				21

Board and Committee Responsibilities for Risk Oversight				24

Tailored Corporate Governance Policies to Ensure Integrity and Ethical Conduct				25

Board Evaluation Process—Assisting In The Transition To A Public Company Model of Governance				26

Director Onboarding and Continuing Education— Connecting New Directors To The Company’s Unique Culture and Business, and Maintaining Key Expertise In An Evolving Regulatory and Business Landscape				27

Communications With Our Board				27

Compensation of Non-Employee Directors				27


EXECUTIVE OFFICERS				30

Named Executive Officer Compensation Tables				33

2022 Summary Compensation Table				33

Narrative Disclosure To Summary Compensation Table				34

Outstanding Equity Awards at December 31, 2022				35

Potential Payments Upon Termination of Employment or Change In Control of the Company				36

Other Compensation and Benefits				37

Transactions with Related Persons				38

Related Person Transactions Policy				38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				39

AUDIT COMMITTEE REPORT				42

AUDIT COMMITTEE MATTERS				44

Pre-Approval Policies and Procedures				44

Independent Registered Public Accounting Firm Fees				44

PROPOSAL NO. 2— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023				45

Support for Recommendation				45

Non-Binding Vote				46

Inquiries of Deloitte & Touche LLP at Annual Meeting				46

QUESTIONS and ANSWERS ABOUT THE PROXY MATERIALS and 2023 ANNUAL MEETING				47

OTHER MATTERS				54

Presentation of Stockholder Proposals and Nominations at 2024 Annual Meeting				54

Access to Reports and Other Information				54

Forward-Looking Statements				55

Proxy Summary

This proxy summary highlights information regarding NerdWallet, Inc. and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our Annual Report on Form 10-K for the year ended December 31, 2022 for detailed information regarding the 2022 financial and operating performance of NerdWallet, Inc., including the audited financial statements and related notes included therein.

2023 Annual Meeting of

Stockholders

Only stockholders of record as of the close of business on March 27, 2023, or holders of a valid proxy, are entitled to notice of and to vote at the Annual Meeting and any postponement, continuation, or adjournment thereof.

Please Vote Today

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly. Please carefully review the proxy materials and follow the instructions below to cast your vote on all of the proposals.

Voting Methods in Advance of 2023 Annual Meeting

Even if you plan to attend the Annual Meeting, please vote in advance. Make sure to have your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials and follow the instructions.

Shares Held of Record. If you hold your shares in your own name as a holder of record with our transfer agent, Broadridge, you may authorize that your shares be voted at the Annual Meeting in one of the following ways:


By Internet		If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card.
By Telephone		If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card.

By Mail		If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.
In Person (Virtual)		You may also vote in person virtually by attending the meeting through www.proxydocs.com/NRDS. To attend the Annual Meeting and vote your shares, you must pre-register for the Annual Meeting and provide the control number located on your Notice or proxy card.

Vote by Internet

If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card.

Vote by Telephone

If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card.

Vote by Mail

If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.

In Person (Virtual)

You may also vote in person by attending our Annual Meeting virtually through www.proxydocs.com/NRDS. To attend the Annual Meeting and vote your shares, you must pre-register at www.proxydocs.com/NRDS. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

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Shares Held in Street Name. If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting. If you want to vote in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/NRDS. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Annual Meeting.

Proposals, Board Recommendations and Required Vote

PROPOSAL 1

Election of Director Nominees

Board Recommendation: FOR each nominee

Required Vote: Plurality of the votes cast

PROPOSAL 2

Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2023

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

Questions and Answers About The 2023 Annual Meeting

Please see “Questions and Answers About The Proxy Materials and 2023 Annual Meeting” for important information about the Annual Meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.

About NerdWallet

Business Overview

At NerdWallet, we empower consumers—both individual consumers and SMBs—to make smarter financial decisions with confidence via our digital platform. Technology has changed the way consumers manage their financial lives, making them more comfortable with comparing and shopping for financial products online. This change has accelerated with the dramatic growth in companies offering innovative financial products. At NerdWallet, we are leveraging this transformation to democratize access to trustworthy financial guidance—ultimately helping to improve the financial well-being of consumers and the financial services industry as a whole. As the financial services industry becomes more fragmented and complex, we believe the need for trustworthy and knowledgeable financial guidance increases. Our objective remains the same: serve as a trusted financial ecosystem that consumers and SMBs can rely on to learn about various financial topics, shop for products, connect their data and receive data-driven nudges.

PROXY STATEMENT 2023

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We deliver guidance to consumers through educational content, tools and calculators, product marketplaces and the NerdWallet app. Our platform delivers unique value across many financial products, including credit cards, mortgages, insurance, SMB products, personal loans, banking, investing and student loans, and has grown to include the United Kingdom (UK), Canadian and Australian markets, with further international expansion as an opportunity for future growth. Across every touchpoint, the cornerstone of our platform is our consumers’ trust in the independent, objective and relevant guidance we provide, free of charge.

This trusted guidance has helped us build a large, loyal and well-informed audience of consumers who turn to us as a resource for many of their money questions and to shop for the best financial products for them. We then use machine learning to present personalized options using aggregated and scalable information. As a result, we have become an attractive partner for financial services providers wanting access to high-value consumers — consumers who might not otherwise trust these financial services providers’ recommendations because their guidance is inherently biased toward their own products.

By operating at the intersection of consumers and financial services providers, NerdWallet drives value for both. Through our platform, our financial services partners can reach a substantial audience — we had 20 million Monthly Unique Users (MUUs) per month on average in 2022. After doing research on our platform, these consumers are better informed about the financial decision they’re about to make and often primed and ready to transact. When consumers are more informed about their financial decisions, they make the appropriate decisions for their needs with confidence, increasing their lifetime value to financial services providers as customers. We have also received feedback from our financial services partners that our users’ approval rates can be significantly higher than those applying through other channels. Plus, as consumers’ smart money moves expand their options, they are eager to explore additional opportunities and products they are now eligible for, driving further demand for NerdWallet’s financial services partners. To meet the standards of more informed consumers, financial services providers in turn must engage in healthy competition for consumer mindshare and develop better financial products, further improving the outcomes for consumers.

NerdWallet’s ability to serve consumers and financial services providers hinges on our position as an independent, unbiased resource. The core strength of our platform is the trust that we build with consumers and the tailored and personalized recommendations we deliver via our data science models. Our consumer-first values and consumer-centric mission permeate everything we do and have been key to building and maintaining trust — it’s the “consumer, company, team, self” value that guides our decision making and product development. Across the company, Nerds engage every day with our values and mission to democratize trusted, accessible guidance and tools, leveling the playing field for everyone.

These values will benefit us over the long-term as we build on our leadership as the place consumers turn to first for financial guidance. We have already achieved massive, top-of-funnel reach. By adhering to our consumer-first value, we will not only empower consumers to make better financial decisions, but also help our financial services partners more effectively find new customers well-suited to their products.

We have developed a consumer-first platform that empowers consumers and SMBs to make well-informed financial decisions at the right time and with confidence. The cornerstone of our platform is consumer trust in the independent, objective, and relevant guidance we provide, free of charge. Given it is incredibly difficult for any one person to be deeply knowledgeable across all areas of personal finance, we have a 100+ person editorial team that functions as the “brains” behind our guidance. Our writers and editors, who have joined us from notable publications, cover specific verticals day in and day out, and, as a result, are deeply knowledgeable about the financial areas they cover, producing high-quality and award-winning guidance. The work of our editorial team as a

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whole is not only a key reason consumers trust our brand and turn to us for many of their financial questions, it is also the foundation of our personalized guidance and our “nudges.” The guidance developed by our editorial team is codified by our product team to create the insights surfaced across our platform. It’s through this unique combination of human-powered guidance and machine learning capabilities that we can provide consumers with high-quality and personalized insights.

This trusted guidance has enabled us to build a large, well-informed audience, many of whom are ready to transact. Accordingly, we have become an attractive partner for financial services providers wanting to reach these high-value consumers. Today, our platform stretches across many financial products, including credit cards, mortgages, insurance, SMB products, personal loans, banking, investing and student loans.

Our platform aligns the interests of consumers and SMBs seeking financial guidance and products with the financial services providers that offer these products. A successful initial experience often leads to follow-up activity on our platform and we believe it also leads to higher customer lifetime value for the financial services providers. This alignment of interests, enabled by our unbiased and trusted guidance, benefits consumers, the financial services partners and NerdWallet.

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Human Capital Management

NerdWallet is defined by its vision: a world where everyone makes financial decisions with confidence. We attract people who are passionate about bringing our mission to life and inspired by the possibility of making real change—to brighten futures, ask hard questions, usher in solutions and provide our consumers with clarity and confidence. As of December 31, 2022, we had over 770 full-time employees, of which approximately 92% are located throughout the United States and 8% are located internationally.

Our Employees and Our Culture

Our Nerds are the key to our success and the reason we believe we will achieve our mission. They are also one of our most crucial areas of investment. Our remote-first culture allows us to reach, attract and retain more diverse

PROXY STATEMENT 2023

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talent across all levels of our organization. Attracting and retaining highly-skilled, diverse talent is a key component of our burgeoning diversity, equity and inclusion efforts, and is absolutely critical to our success as a business and to fully realizing NerdWallet’s mission. Once employees are at NerdWallet, we invest in their well-being and development: We offer competitive compensation and benefits, as well as opportunities for career growth. For more information on how we invest in our Nerds, please see the section titled “Investing in Our Nerds” in the ESG discussion in this proxy statement.

At the core of our Nerdy culture are our values. They’re not just words written on a wall or printed on t-shirts, but lived and breathed every day by every Nerd: (1) Consumer, Company, Team, Self; (2) Relentless Self-Improvement; (3) Ownership; (4) Informed Risk-Taking; and (5) Open, Candid and Constructive. We measure employee performance against these company values and measure employee engagement through surveys and participation at all-hands and town hall style meetings with leadership. We’re consistently recognized as a Fortune “Best Place to Work” due to our competitive employee benefits, commitment to employee growth and empowerment, and our flexible workplace environment.

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Director Nominees

Our Board has unanimously nominated and recommends a vote “FOR” each of the following nominees for election as directors to serve until the next annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.


TIM CHEN • *Chairman of the Board*

	Age: 40 Director Since: 2011 Independent: No	Board Committee(s): Ex-officio Attendee; Does Not Vote Primary Occupation: Chief Executive Officer of the Company Other Public Company Boards: None

JENNIFER E. CERAN

	Age: 59 Director Since: 2020 Independent: Yes	Board Committee(s): Audit Primary Occupation: Board Member of several private and public companies. Other Public Company Boards: Plum Acquisition Corp. I and Riskified Ltd.

LYNNE M. LAUBE

	Age: 53 Director Since: 2020 Independent: Yes	Board Committee(s): Compensation Primary Occupation: Advisor at Cardlytics, Inc. Other Public Company Boards: Cardlytics, Inc. and Worldwide Webb Acquisition Corp.

KENNETH T. MCBRIDE

	Age: 55 Director Since: 2022 Independent: Yes	Board Committee(s): Audit and Compensation Primary Occupation: Board Member of Auctane, previously known as Stamps.com Inc. Other Public Company Boards: None

MAURICE TAYLOR

	Age: 37 Director Since: 2022 Independent: Yes	Board Committee(s): Audit Primary Occupation: Portfolio Manager at Alyeska Investment Group Other Public Company Boards: None

PROXY STATEMENT 2023

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A HIGHLY DIVERSE AND SKILLED BOARD

We believe that our diverse Board has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.

Board and Committees

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Board Diversity Matrix (as of April 13, 2023)



Total Number of Directors:	5
Part I: Gender Identity	Male	Female	Non-Binary	Not Disclosed
Directors	3	2	—	—
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	—	—	—
Two or More Races or Ethnicities			—
LGBTQ+			—
Did Not Disclose Demographic Background			—

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Executive Compensation

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we have reduced disclosure and are exempt from certain requirements related to executive compensation, including the requirements to hold non-binding advisory votes on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees.

Processes and Procedures for Compensation Decisions

Our Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. In addition, the Compensation Committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Named Executive Officers (as defined in “Named Executive Officer Compensation Tables” below). The Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers, other than himself. Under its charter, our Compensation Committee has the authority to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers.

Key elements of our compensation program for Named Executive Officers in 2022 are set forth below.



Compensation Element	Brief Description	Objectives

Base Salary	Fixed cash compensation	Attract and retain key executives

Equity Awards	Restricted Stock Units (RSUs); and Stock options	Enhance alignment with stockholders Multiple award types provide diverse incentives

Change of Control and Severance Policy	Lump sum payment of base salary that would have been earned during the applicable severance period; Payment of, or reimbursement for, continued healthcare coverage under COBRA for the applicable severance period; and In the event of a change of control, acceleration of vesting of time-based awards.	Motivate executives to drive business success independent of the possible occurrence of any transaction Maximize stockholder value by retaining key personnel during actual or rumored transactions Enhance the Company’s ability to attract/retain key executives Pre-established severance benefits can also limit one-off negotiations at the time of each executive termination

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Key elements of our compensation governance for our Named Executive Officers are set forth below.

WHAT WE DO

✓ Multi-year vesting schedules for equity awards

✓ Stock Ownership Principles

✓ Use Independent Compensation Consultant

✓ Anti-hedging policy, applicable to directors and employees

WHAT WE DON’T DO

× No Employment Agreements

× No Excise Tax Gross-Ups on Change in Control

× No Excessive Perquisites

× No Special Retirement benefits designated solely for executive officers

× Do not grant options with exercise prices at less than fair market value of our common shares on the date of grant

Please see “Named Executive Officer Compensation Tables” and the related narrative disclosure for more information regarding the compensation of our Named Executive Officers.

Corporate Governance Highlights—Reasonable Governance with A Controlling Stockholder

Key elements of our governance are set forth below.



Executive sessions of non-management directors and at least an annual executive session of independent directors		Regular evaluation of director compensation

Annual Board and Committee self-evaluations		Director onboarding program and continuing director education

Strong Board diversity		Periodic review of Committee charters and key governance policies

Detailed strategy and risk oversight by Board and Committees		Commitment to fostering a diverse and inclusive workplace

No director overboarding		Significant engagement with key employees across functional areas, including senior management

Environmental, Social, and Governance (ESG)

Our mission, to provide clarity for all of life’s financial decisions, is rooted in our belief that both individual consumers and SMBs should be empowered to make financial decisions with confidence. For 13 years, NerdWallet has strived to provide consumers with clarity for all of their financial decisions: cutting through jargon, parsing terms and conditions, and simplifying complex ideas so consumers can make informed decisions about their money and pursue lives well-spent. As a mission-driven, consumer-first company, we have long had a company culture oriented towards being responsible and socially conscious. In 2022, we published our first-ever Environmental, Social & Governance (ESG) Report to formalize our commitments and highlight how we achieve our goals with integrity. Our commitments are a natural extension of our mission and, while ESG considerations have been part of the NerdWallet story since our inception, our 2022 ESG report has allowed us to articulate our vision and priorities clearly, and it will ensure we hold ourselves accountable for progress on critical ESG initiatives.

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Our ESG strategy is founded on three pillars:

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Achieving Our Vision, or the work we do to create a world in which everyone makes financial decisions with confidence. We know that not everyone has access to the information they need to make confident decisions, that not everyone is adequately served by financial incumbents, and addressing these inequities is endemic to our DNA.

•

Investing in Our Nerds, or the work we do to provide our talented Nerds with an equitable and inclusive workplace in which they can thrive professionally and personally. Our Nerds are eager to make an impact, and we want to empower them in pursuit of our shared and individual goals.

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Building a Socially Responsible Business, or the work we do to ensure that our business practices protect and improve the lives of our consumers, our Nerds, and our wider world.

Materiality Assessment

To provide focus for our ESG program’s first year, NerdWallet completed an inaugural ESG materiality assessment through which we solicited feedback from a variety of key internal and external stakeholders. The results of this effort allowed us to identify key ESG value drivers important to our company and to our external stakeholders. As an “internet and media services” company with a distributed workforce and a limited operational footprint, we identified key social topics and governance topics to focus on.

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PROXY STATEMENT 2023

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Board Oversight of ESG

Our Board is committed to overseeing NerdWallet’s efforts to integrate ESG principles and practices throughout the organization and the development of an ESG strategy. Our Board is responsible for managing the development and execution of our ESG strategy. In 2022, the Board formed an Executive ESG Committee that is responsible for developing the principles of execution, strategy alignment and management of the ESG Working Group. Our ESG Working Group is comprised of delegates representing a cross-section of our organization, including members of our human resources, legal, information technology, investor relations and financial teams, and is involved in policy planning, day-to-day implementation and the coordination of corporate-wide ESG efforts, and is overseen by the Executive ESG Committee. An overview of our structure and breakdown of responsibilities can be found below.

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As we continue to implement and evolve our ESG efforts, we’re committed to sharing our progress. Our most recent ESG report can be found here: https://www.nerdwallet.com/l/environmental-social-governance

Human Capital Management Highlights

Our Culture and Engagement. Core to our culture is our commitment to our values; (1) Consumer, Company, Team, Self; (2) Relentless Self-Improvement; (3) Ownership; (4) Informed Risk-Taking; and (5) Open, Candid and Constructive. We measure employee performance against these company values and measure employee engagement through surveys, and participation at all-hands and town hall-style meetings with leadership.

Compensation and Benefits. NerdWallet offers market-competitive compensation and benefits to attract employees and a pay-for-performance philosophy to engage and retain our employees. We want our employees to feel invested in the future of NerdWallet by offering all full-time employees equity-based compensation upon hire and through annual performance equity grants. We are Fair Pay Workplace certified and in 2022, we began work to educate and empower our employees on our pay philosophy and practices ahead of our pay transparency rollout.

Pay Equity. We use a third party platform to analyze our employee salaries for gaps based on race or gender. This analysis happens at least twice a year during our compensation cycle, and we take action when discrepancies emerge.

Diversity, Equity, and Inclusion. At NerdWallet, we aspire to provide people with the confidence they need to live their best lives—however they identify. For our consumers, this means building their financial confidence. For our

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Nerds, this means fostering an inclusive culture that allows all Nerds to be their authentic selves, grow their skills, contribute, and thrive with the confidence of belonging. Our three-year DEI goal involves continually increasing representation among women in leadership and women in tech, and in the U.S. across underrepresented races and ethnicities.

Remote Work. Most of our employees transitioned or were hired into permanent remote status and as of December 31, 2021 are not required to report to an office for work. We have embraced this change and continue to evolve our practices for employees to be their most productive and engaged working outside of a traditional office environment.

Awards and Recognition

In 2022, NerdWallet won several awards and made several prestigious lists including:

•

Inc. Best Workplaces

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Fortune’s Best Workplaces in the Bay Area

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Fortune’s Best Workplaces for Millennials

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Fortune’s Best Medium Workplaces

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Fortune’s Best Workplaces for Women

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CMA Best Content Marketing Program in Financial Services (finalist)

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Gold House A100 List (Tim Chen, CEO)

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PROXY STATEMENT 2023

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Proposal No. 1—Election of Directors

Our Board currently has five members and all of the current directors are being nominated for election at the Annual Meeting to hold office until the next annual meeting and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. All of our director nominees were previously elected by our stockholders, except for Maurice Taylor, who was appointed to the Board effective October 1, 2022. The Board has determined that all of the director nominees are independent, except for Mr. Chen, who is not considered independent due to his position as our Chief Executive Officer. There are no family relationships among any of the directors, director nominees and executive officers. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board. We have presented below biographical information regarding each nominee. This biographical information is supplemented by additional information regarding the particular experiences, qualifications, attributes and skills that led the Board to conclude each nominee should serve on the Board. This additional information is set forth under “Proxy Summary—A Highly Diverse and Skilled Board.”

Nominees

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Tim Chen

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Jennifer E. Ceran

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Lynne M. Laube

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Kenneth T. McBride

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Maurice Taylor

Our director nominees exhibit a mix of skills, experience, diversity and perspectives:

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Recommendation


		Our Board unanimously recommends that you vote “FOR” the election of each of the director nominees.

Director Background and Qualifications

Director Nominees

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DIRECTOR SINCE: 2011

AGE: 40

COMMITTEES:

None

SKILLS:

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Tim Chen

Chief Executive Officer | Chairman of the Board

Mr. Chen has served as our Chief Executive officer since 2009, as a member of our Board of Directors since December 2011 and as a Chairman of our Board of Directors since September 2021. Prior to founding the Company, Mr. Chen worked at JAT Capital Management, L.P. and Perry Capital as an Investor and at Credit Suisse as an Equity Research Associate. Mr. Chen holds a B.A. in Economics from Stanford University. We believe Mr. Chen is qualified to serve on our Board of Directors due to his perspective and experience from serving as our Co-Founder and Chief Executive Officer, as well as his experience in the finance industry.

OTHER PUBLIC BOARDS

None

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PROXY STATEMENT 2023

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DIRECTOR SINCE: 2020

AGE: 59

COMMITTEES:

Audit

SKILLS:

Jennifer E. Ceran

Independent Director

Ms. Ceran has been a member of our Board of Directors since 2020. Ms. Ceran served as the interim CFO of Klaviyo from November 2021 until May 2022. Ms. Ceran served as Chief Financial Officer of Smartsheet Inc. from September 2016 until January 2021. Prior to joining Smartsheet, Ms. Ceran served as the Chief Financial officer of Quotient Technology, Inc. from September 2015 to September 2016. From 2012 to September 2015, Ms. Ceran served as Vice President of Finance at Box, Inc.. From 2003 to 2012, Ms. Ceran served in various leadership roles at eBay Inc., including as Vice President of Investor Relations, Vice President of Financial Planning and Analysis, and Vice President and Treasurer. Ms. Ceran is a member of the board of directors of Plum Acquisition Corp. I, Klaviyo, and Riskified Ltd, and she serves as the Chair of the Audit Committee of the latter two companies. Ms. Ceran holds a B.A. in Communications and French from Vanderbilt University, and an M.B.A. in Finance and Accounting from the University of Chicago, Booth School of Business. Ms. Ceran brings to our Board of Directors valuable financial and business expertise through her years of experience as a Chief Financial Officer with publicly traded companies. Ms. Ceran provides an important role in leading the Board of Directors’ activities on financial and auditing matters, as well as collaborating with our independent registered public accounting firm and management team.

OTHER PUBLIC BOARDS

Plum Acquisition Corp. I and Riskified Ltd.

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DIRECTOR SINCE: 2020

AGE: 53

COMMITTEES:

Compensation

SKILLS:

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Lynne M. Laube

Independent Director

Ms. Laube has been a member of our Board of Directors since 2020. She served as the Chief Executive Officer of Cardlytics, Inc. from May 2020 until September 2022 and as a director of Cardlytics, Inc., from 2008 through its 2023 annual meeting of stockholders. Prior to that Ms. Laube served as the Chief Operating officer of Cardlytics, Inc., a role she held since 2008. From 1994 to 2008, Ms. Laube held various positions at Capital One, including as a Vice President. Ms. Laube started her career at Bank One Corporation, where she specialized in operations analysis. Ms. Laube holds a B.S. in Finance and Marketing from the University of Cincinnati. Ms. Laube’s extensive experience in the financial industry, and in analytics and operations, brings a valuable perspective to our Board, along with her experience as a former Chief Executive Officer.

OTHER PUBLIC BOARDS

Cardlytics, Inc. and Worldwide Webb Acquisition Corp.

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PROXY STATEMENT 2023

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DIRECTOR SINCE: 2022

AGE: 55

COMMITTEES:

Audit

Compensation

SKILLS:

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Kenneth T. McBride

Independent Director

Mr. McBride has been a member of our board since April 2022. Mr. McBride was the Chief Executive Officer of Stamps.com, Inc. (formerly NASDAQ: STMP) (“Stamps.com”), an e-commerce and mailing and shipping software company, from 2001 until he decided to step down from the role in November 2021, Chairman of its board of directors from 2012 to October 2021, and Chief Financial Officer from 2000 to 2004. Earlier in his career, Mr. McBride worked as an Equity Research Analyst at Salomon Smith Barney, which was an investment banking firm, from 1997 to 1999. From August 2001 to October 2021, Mr. McBride was on the board of directors of Stamps.com. From October 2021 to February 2023, Mr. McBride was on the board of managers of Auctane Parent, LP (“Auctane”) (f/k/a Stamps Parent LP), the entity that acquired Stamps.com in October 2021. Mr. McBride was previously on the boards of directors of CafePress Inc. (formerly NASDAQ: PRSS), an online retailer of stock and user-customized on-demand products, from 2015 to November 2018 and LegalZoom.com, Inc. (NASDAQ: LZ), an online legal technology company, from 2012 to 2014. Mr. McBride received an M.S.E.E. and a B.S.E.E. in Electrical Engineering from Stanford University and an M.B.A. from the Graduate School of Business at Stanford University. Mr. McBride’s extensive experience as a public company CEO and CFO, his experience with service and technology companies, along with his experience as a board member of public companies, make him a valuable member of the Board.

OTHER PUBLIC BOARDS

None

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DIRECTOR SINCE: 2022

AGE: 37

COMMITTEES:

Audit

SKILLS:

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Maurice Taylor

Independent Director

Mr. Taylor has been a member of our Board of Directors since 2022. Mr. Taylor is currently a Portfolio Manager at Alyeska Investment Group, a role he has held since 2020. Prior to that Mr. Taylor served as a Senior Investment Analyst at Alyeska. Prior to joining Alyeska in 2015, Mr. Taylor served as an Equity Research Analyst at Millennium Management from February 2015 to February 2017. Prior to 2015, Mr. Taylor was an Investment Banking Associate in the Technology, Media & Telecom group at J.P. Morgan. Mr. Taylor holds a B.A. with High Distinction in Economics from the University of Michigan-Dearborn, a J.D. from Harvard Law School and an M.B.A from Harvard Business School.

OTHER PUBLIC BOARDS

None

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PROXY STATEMENT 2023

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Board Matters

Director Nominations and Appointments

Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. In assessing director candidates to fulfill the foregoing, our Board considers those factors it deems appropriate in the context of the needs of the Company and the overall composition of our Board. These factors include the individual’s age, skills, diversity of experience and other background (including gender and race/ethnicity), demonstrated leadership, the ability to exercise sound judgment and, as applicable, independence. Our Board selects nominees for election as directors at each annual meeting of stockholders. Our Board evaluates candidates to fill any vacancies during the year on a similar basis.

Our Board considers candidates from any reasonable source, including recommendations from our existing directors, management, stockholders and any third-party search firms engaged, and does not evaluate candidates differently based on the source of the recommendation.

Stockholders may recommend director candidates for consideration by our Board by giving written notice of the recommendation to the Corporate Secretary, mailed to: 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105.

Director Qualifications—A Balanced, Skilled Board Serving the Long-Term Interests of the Company and Its Stockholders

Our Board believes that all Board members should possess all of the following personal characteristics:

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Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings;

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Accountability: Directors should be accountable for their decisions as directors;

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Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues;

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Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; and

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High Performance Standards: Directors should have a history of achievements that reflects high standards for themselves and others.

The Company believes that each of the directors nominated has a reputation for strong character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. The directors further have each demonstrated business acumen and an ability to exercise sound judgment.

Our Board also reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity, as described under “Proxy Summary—A Highly Diverse and Skilled Board.”

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Director Independence and Impact of Controlled Company Status

Our shares of Class A common stock are listed on the Nasdaq Global Market. We are a “controlled company” under the Nasdaq Listing Rules because Tim Chen, our Chairman and Chief Executive Officer, and his affiliated trusts control a majority of the voting power of our outstanding capital stock. Given our Board’s size, nominating and governance matters are addressed by the full Board instead of by a select committee. However, we have an Audit Committee composed solely of independent directors as required by Nasdaq Listing Rules. Furthermore, our Board has also determined to have a Compensation Committee (although we are not required to have one) also composed of independent directors. If at any time we cease to be a “controlled company” under the Nasdaq Listing Rules, our Board will take all action necessary to comply with the applicable rules of the Nasdaq stock exchange, including establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Our Board recently undertook its annual review of director independence in accordance with the applicable Nasdaq listing rules. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, our Board must make a determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors regarding each director’s business and personal activities as they may relate to us and our management.

Our Board has determined that each of Mses. Ceran and Laube and Messrs. McBride and Taylor are “independent directors” as such term is defined by the applicable Nasdaq Listing Rules. In addition, after considering all of the relevant facts and circumstances, our Board has determined that each of: (1) Mses. Ceran and Messrs. McBride and Taylor for purposes of service on our Audit Committee, and (2) Ms. Laube and Mr. McBride, for purposes of service on our Compensation Committee, qualifies as “independent” in accordance with the additional independence rules established by the SEC and the Nasdaq stock exchange for such committees.

Family Relationships

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

Oversight by Our Board of Directors

Our Board has general oversight responsibility for the business and affairs of the Company. The directors, in exercising their duties, represent and act on behalf of the stockholders. Our Board serves as the ultimate decision-making body of the Company, except for those matters reserved to (or shared with) our stockholders. Our Board is responsible for overseeing management, which is, in turn, responsible for the operations of the Company. Although our Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides guidance to management through periodic meetings and other informal communications. Our Board’s primary areas of focus include strategy, finance, leadership development, risk management, along with ESG, as well as evaluating management and guiding changes as circumstances warrant. As described below, significant additional responsibilities are delegated to committees, which report to our Board on their activities and actions on a regular basis. The committees include our Audit Committee and Compensation Committee. Our Board performs an annual performance review of our Board and its committees.

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Board Leadership Structure—Balanced Leadership Among Chief Executive Officer and Empowered Independent Directors

Our Board operates under the leadership of our Chairman and Chief Executive Officer, Tim Chen. Our Board believes that combining the roles of Chairman and Chief Executive Officer at this time fosters accountability, effective decision-making and alignment between the Board and our senior management. Our Board believes that Mr. Chen, as a Company executive, co-founder and our controlling stockholder, is best suited to serve as Chairman and guide the strategic priorities of the Company in light of his substantial experience, and his in-depth knowledge of our Company and industry. In addition, our Board believes Mr. Chen is uniquely well-positioned to leverage the in-depth knowledge and perspective gained in his executive capacity to lead the Board and to utilize these powers effectively to best serve the Company and our stockholders.

Our Board has carefully considered its leadership structure and believes that the Company and its stockholders are best served by maintaining the flexibility to have any director serve as Chairman and periodically evaluate whether to have an independent lead director. Our Board recognizes the increasing utilization of non-executive chairpersons and lead directors in many public companies. However, our Board believes its current leadership structure is most appropriate for us as a controlled company and best serves the stockholders of the Company.

There is no “one size fits all” approach to ensuring independent leadership. Our Board believes that its four independent directors are empowered, deeply engaged and provide significant independent leadership and direction given their executive and Board experience. The independent directors are members of our Audit and Compensation Committees, which collectively oversee critical matters of the Company. When our non-management or independent directors meet in executive sessions, our Audit Committee chair generally presides over such sessions. The independent directors further have access to independent advisors as they deem appropriate. Management supports this oversight role through its tone-at-the-top and open communication.

Meetings of our Board and Committees

Our Board and committees meet throughout the year at regularly scheduled meetings and informational sessions, and also hold special meetings and act by written consent as appropriate. The non-management directors hold executive sessions to meet without management present, generally at regularly scheduled Board meetings as well as other times that such directors deem necessary or appropriate. The independent directors meet in executive session at least once per year.

Directors are expected to attend the annual meeting of stockholders, Board meetings and meetings of committees on which they serve. We permit participation by telephone or videoconference, which is deemed attendance for all meetings.

In 2022, our Board met 6 times and our committees met an aggregate of 11 times. All directors attended 75% or more of the Board’s meetings and the meetings of the committees on which they served held during the period in which they served.

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Two Core Standing Committees of Our Board with Significant Responsibilities

Our Board has delegated various responsibilities and authority to two Board committees: our Audit Committee and Compensation Committee. Each committee operates under a written charter approved by our Board, which is reviewed periodically by the respective committee and is available on the Governance tab of our investor relations website located at https://investors.nerdwallet.com. The table below sets forth the current membership of our Board committees and the number of meetings held by each committee in 2022.



DIRECTOR	AUDIT	COMPENSATION

Tim Chen

Jennifer E. Ceran

Lynne M. Laube

Kenneth T. McBride

Maurice Taylor

2022 MEETINGS	Audit: 7	Compensation: 4

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= Chair

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= Member

Audit Committee

Our Audit Committee consists of Ms. Ceran and Mssrs. McBride and Taylor. Our Board has determined that Ms. Ceran and Mssrs. McBride and Taylor satisfy the independence requirements under the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”). The chair of our Audit Committee is Ms. Ceran. Our Board has determined that each of Ms. Ceran and Mr. McBride is an “audit committee financial expert” within the meaning of SEC rules. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and the nature of their employment.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

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helping our Board oversee our corporate accounting and financial reporting processes;

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managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our quarterly and year-end operating results;

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overseeing procedures for receiving and investigating submissions by employees concerning questionable accounting or audit matters and complaints received regarding accounting, internal accounting controls or auditing matters;

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reviewing related person transactions;

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obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

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approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our Compensation Committee consists of Ms. Laube and Mr. McBride. The chair of our Compensation Committee is Ms. Laube. Our Board has determined that each of Ms. Laube and Mr. McBride is independent under the Nasdaq Listing Rules, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Although we are a “controlled company” under the Nasdaq corporate governance rules and not required to have a compensation committee consisting solely of independent directors, our Compensation Committee is composed solely of independent directors. Our Compensation Committee is advised by Compensia, our independent executive compensation consultant.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

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reviewing and recommending to our Board the compensation of our chief executive officer and other executive officers;

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reviewing and recommending to our Board the compensation of our directors;

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administering our equity incentive plans and other benefit programs;

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reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

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reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

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Board and Committee Responsibilities for Risk Oversight

Our Board has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks. Our Board oversees our risk management primarily through the matters noted below.

Full Board

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Reviewing management’s business plan, budget, strategic plans and business developments.

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Addressing emerging issues and innovation.

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Overseeing key strategic acquisitions, mergers and divestitures.

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Overseeing management’s response to crises, including our response to the COVID-19 pandemic, and related reputational risks.

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Overseeing ESG matters, including human capital management, corporate culture and sustainability matters.

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Generally overseeing stockholder engagement.

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Succession planning for the Chief Executive Officer and other executive officers, as well as Board leadership.

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Reviewing qualifications, expertise, experience and characteristics of Board members and overseeing director nominations and appointments.

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Overseeing Board structure and composition, and reviewing director succession planning.

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Reviewing and approving Corporate Governance Guidelines and other key governance policies, and monitoring compliance.

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Managing the evaluation process for our Board and committees, and overseeing related activities resulting from such review.

Audit Committee

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Overseeing our major financial risk exposures (including liquidity, capital spending, credit and financings) and management’s risk assessment and risk management policies.

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Reviewing financial statements and SEC reports, including the adequacy of our internal control over financial reporting, disclosure processes and any mitigating activities adopted in response to material control deficiencies.

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Monitoring legal and regulatory compliance including compliance with the Company’s Code of Business Conduct.

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Regular oversight and consultations with the independent registered public accounting firm.

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Direct oversight of the internal audit group.

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Overseeing the whistleblower hotline processes for accounting and auditing matters.

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Reviewing and approving related person transactions in accordance with our Related Person Transaction policy.

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Oversight of cybersecurity matters.

Compensation Committee

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Reviewing and approving compensation and severance/termination policies and agreements with executive officers.

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Evaluating director and executive officer compensation programs.

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Considering whether and how our executive compensation philosophy, policies and programs support our overall business strategy.

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Reviewing the material risks associated with our compensation structure, policies and programs for all employees to determine whether they encourage excessive risk-taking.

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Evaluating compensation policies and practices to mitigate risk.

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Directly overseeing stockholder engagement related to compensation matters.

Our Board and its committees have been, and continue to be, prepared to commit the necessary resources and time to oversee the management of critical matters of the Company, including in times of an actual or potential crisis.

Tailored Corporate Governance Policies to Ensure Integrity and Ethical Conduct

Our Board has adopted tailored governance practices appropriate for our public company status. Our policies align our corporate governance structure and our business strategy and culture, and enable our Board to effectively oversee our culture of compliance and rigorous risk management.

Copies of our Corporate Governance Guidelines and our Code of Business Conduct are available under the Governance tab of our website at https://investors.nerdwallet.com.

Code of Business Conduct—Establishing A Culture of Compliance

In September 2021, our Board adopted a Code of Business Conduct. Our Code of Business Conduct applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The Code of Business Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our Code of Business Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://investors.nerdwallet.com or via a Current Report on Form 8-K.

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Corporate Governance Guidelines—Establishing Core Principles of Governance

We believe that good corporate governance promotes the effective functioning of our Board and its committees and helps to ensure that the Company is managed for the long-term benefits of our stockholders. We regularly review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the Nasdaq Listing Rules. In September 2021, our Board adopted our Corporate Governance Guidelines to provide a framework for the governance of the Company as a whole and describe the principles and practices that our Board follows in carrying out its responsibilities.

Such Corporate Governance Guidelines will be regularly reviewed by our Board to ensure that they effectively promote the best interests of both the Company and our stockholders and that they comply with all applicable laws, regulations and Nasdaq Listing Rules. The Corporate Governance Guidelines address, among other things, the size, composition, structure, leadership and policies of our Board and its committees, the responsibilities and authority of our Chairman and lead director (if any), director qualification standards, expectations and responsibilities of directors, management succession planning and the evaluation of Board performance.

Insider Trading Policy—Addressing Pledging and Hedging Guidance

We believe it is improper and inappropriate for any person to engage in short-term or speculative transactions involving our securities. We prohibit our officers, directors and employees from engaging in any of the following activities with respect to our securities:

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Pledging/purchases of securities on margin. Our officers, directors and employees are prohibited from pledging our securities as security for margin accounts.

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Short sales. Our Insider Trading Policy prohibits all officers, directors and employees from selling Company securities they do not own and borrowing the shares to make delivery.

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Buying or selling puts, calls, options or other derivatives in respect of our securities is prohibited. This prohibition extends to any instrument whose value is derived from the value of any of our securities.

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Hedging transactions. Our officers, directors and employees are prohibited from entering into hedging transactions.

Board Evaluation Process

Our Board believes it is important to assess its overall performance and the performance of our Board committees in order to serve the best interests of our stockholders and position the Company for future success. Beginning in 2022, our Board and each committee conducted such annual evaluations to determine whether it and its committees are functioning effectively. Our Board will oversee the determination and implementation of an appropriate process and recommended activities in response to such findings.

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Director Onboarding and Continuing Education—Connecting New Directors to the Company’s Unique Culture and Business, and Maintaining Key Expertise in an Evolving Regulatory and Business Landscape

Our Board oversees the Company’s orientation programs for new directors and continuing education programs for existing directors. Each new director, upon joining our Board, is provided with an orientation session regarding our Board and the Company’s operations. As part of this orientation, each new director has an opportunity to meet with members of senior management of the Company.

Directors are encouraged to participate in continuing education on various subjects that will assist them in discharging their duties. This may include seminars, conferences and other continuing education programs designed for directors of public companies.

Communications With Our Board

If you want to communicate with the non-management members of our Board , you should send a letter to any such director at 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105 or to the email address nwboardofdirectors@nerdwallet.com. The Corporate Secretary may sort or summarize the communications as appropriate. Communications that are commercial solicitations, customer complaints, incoherent or inappropriate will not be communicated to the non-management members of our Board.

To submit concerns regarding accounting, internal accounting controls or auditing matters, you may email the Chair of our Audit Committee at auditchair@nerdwallet.com or call our reporting hotline at 1-877-647-3335. NerdWallet employees may submit such concerns on a confidential or anonymous basis. Communications made through the confidential hotline will be reviewed by our Audit Committee in accordance with its procedures.

Compensation of Non-Employee Directors

In 2021, we implemented a policy pursuant to which each non-employee director will receive the following cash compensation for service on our Board, paid quarterly, in arrears on the last day of each fiscal quarter in which the service occurred:

Compensation of Non-Employee Directors

• Board Member — $50,000

• Audit Committee Chair — $20,000

• Compensation Committee Chair — $12,000

• Audit Committee Member — $10,000

• Compensation Committee Member — $6,000

In addition, each non-employee director who is elected or appointed to our Board in the future will automatically be granted, upon the date of such election or appointment, an initial, one-time grant of restricted stock units with

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an aggregate grant date value of $300,000, vesting in three equal annual installments following such election or appointment date, subject to the non-employee director’s remaining in our continuous service through each vesting date. Such grant will vest in full upon our change in control, subject to the non-employee director remaining in our continuous service through such change in control date.

Further, on the date of each annual meeting each non-employee director who has completed at least three months of continuous service as a non-employee director as of the date of such annual meeting and who will continue to serve as a non-employee member of our Board following such annual meeting will automatically be granted restricted stock units with an aggregate grant date value of $150,000, provided that an eligible non-employee director who received an initial grant at least three, but less than six, months prior to the annual meeting date will be granted restricted stock units with an aggregate grant date fair value of $75,000.

The annual grant of restricted stock units will vest on the earlier to occur of the one-year anniversary of the grant date and the day prior to the date of our next annual meeting, subject to the non-employee director remaining in our continuous service through the vesting date. Such grant will also vest in full upon our change in control, subject to the non-employee director remaining in our continuous service through such change in control date.

Each non-employee director is reimbursed for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings, subject to compliance with our applicable policies.

2022 Director Compensation Table

The table below sets forth the compensation of our directors in 2022, excluding Tim Chen whose compensation is covered in the Summary Compensation Table.



Name	Fees Earned Or Paid In Cash ($)			Stock Awards ($)⁽¹⁾⁽³⁾		All Other Compensation ($)		Total ($)

Jennifer E. Ceran		70,000			158,150		—		228,150

Lynne M. Laube		69,500			158,150		—		227,650

Thomas Loverro		57,000			158,150		—		215,150

Kenneth McBride		45,000	⁽²⁾		317,897		—		362,896

James D. Robinson III		14,000	⁽²⁾		—		—		14,000

Maurice Taylor		15,000	⁽²⁾		254,640		—		269,640

(1) The amounts reported in these columns represent the aggregate grant date fair value of the restricted stock unit awards and stock option awards granted during 2022, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718, or ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units and stock options are set forth in Note 11 – Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

(2) This amount has been prorated to reflect time served in 2022.

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(3) The table below shows the aggregate numbers of shares subject to outstanding and unexercised option awards and outstanding stock awards held by each non-employee director as of December 31, 2022.



Name	Option Awards		RSUs

Jennifer E. Ceran		120,000		15,815

Lynne M. Laube		120,000		15,815

Thomas Loverro		—		15,815

Kenneth McBride		—		26,714

James D. Robinson III		—		—

Maurice Taylor		—		28,708

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Executive Officers

Set forth below are descriptions of the backgrounds of each executive officer of the Company.



Tim Chen

Chief Executive Officer and Chairman of our Board Age: 40		See “Board Matters – Director Background and Qualifications” for biographical and other information regarding Tim Chen.



Lauren StClair

Chief Financial Officer Age: 42		Lauren StClair. Ms. StClair has served as our Chief Financial Officer since December 2020. Prior to joining NerdWallet, Ms. StClair served as CFO, North America at eBay Inc., a position she held since June 2019. Prior to June 2019, Ms. StClair served as CFO, International at StubHub, a position she held since February 2017. Prior to February 2017, Ms. StClair served as Director, Investor Relations at eBay Inc. Ms. StClair is a member of the Board of Directors of Lavoro Limited. Ms. StClair holds a B.S. from Stanford University and M.B.A. from Duke University.



Kevin Yuann

Chief Business Officer Age: 44		Kevin Yuann. Mr. Yuann has served as our Chief Business Officer since March 2021. Prior to that, Mr. Yuann served as our Vice President from August 2016 to March 2021 and as Senior Director from March 2016 to August 2016. Mr. Yuann holds an A.B. from Brown University and an M.B.A. from the University of California, Los Angeles.

PROXY STATEMENT 2023

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Sam Yount

General Manager, Consumer Credit Age: 41		Sam Yount. Mr. Yount has served as our General Manager, Consumer Credit since July 11, 2022. Prior to joining NerdWallet, Mr. Yount served as the Chief Executive Officer of On the Barrelhead, Inc. (acquired by NerdWallet in 2022) from April 2017 to July 2022. Prior to founding On the Barrelhead, Mr. Yount was the Chief Marketing Officer at LendingTree from January 2016 to April 2017. Mr. Yount has a B.A. in Sociology from the University of Chicago.

Other Senior Management

Set forth below are descriptions of the backgrounds of other members of senior management of the Company.



Lynee Luque

Chief People Officer Age: 44		Lynee Luque. Ms. Luque has served as our Chief People Officer since April 1, 2022. Prior to that, Ms. Luque served as our Vice President of People Operations since joining NerdWallet in September of 2020. Prior to joining NerdWallet, Ms. Luque served as VP and Head of People at Envoy, a position she held beginning in September 2018. Before her role at Envoy, Ms. Luque served as Global Human Resources Director for Twitter. Ms. Luque has a B.S. degree from the University of California, Berkeley and an M.B.A. from the University of Michigan, Ann Arbor.



Ekumene “E” Lysonge

Chief Legal Officer Age: 46		Ekumene “E” Lysonge. Mr. Lysonge has served as our Chief Legal Officer since April 1, 2023. Prior to that, Mr. Lysonge served as our General Counsel since joining NerdWallet in April 2021. Prior to joining NerdWallet, Mr. Lysonge served as Global Deputy General Counsel and Assistant Corporate Secretary at Jones Lang LaSalle, a position he held beginning in January 2020. Mr. Lysonge served as Vice President and General Counsel of Snapfish from March 2019 through January 2020. Prior to his role at Snapfish, Mr. Lysonge served as Vice President, General Counsel, and Corporate Secretary at CafePress, Inc. Mr. Lysonge holds a J.D. from the Vanderbilt University Law School and a B.A. from Fisk University.

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Jason Rodriguez

Chief Product Officer Age: 45		Jason Rodriguez. Mr. Rodriguez has served as our Chief Product Officer since January 2023. Prior to that Mr. Rodriguez served as VP of Technology, NEXT for NerdWallet beginning in October 2020. Prior to joining NerdWallet, Mr. Rodriguez served as the Chief Technology Officer at Fundera (acquired by Nerdwallet in 2020) from October 2019 to October 2020. Prior to joining Fundera, Mr. Rodriguez served as VP of Product and Engineering for SoulCycle from August 2016 to October 2019. Mr. Rodriguez has a B.S. in Computer Science from NYU School of Engineering.

PROXY STATEMENT 2023

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Named Executive Officer Compensation Tables

Our Named Executive Officers for the year ended December 31, 2022 were:

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Tim Chen, our Chief Executive Officer and Chairman of our Board;

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Lauren StClair, our Chief Financial Officer;

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Kevin Yuann, our Chief Business Officer; and

•

Kelly Gillease, our former Chief Marketing Officer.

2022 Summary Compensation Table

The following table shows the compensation awarded to, earned by or paid to our Named Executive Officers for the year ended December 31, 2022 and, where applicable, December 31, 2021.



NAME	YEAR		SALARY ($)		BONUS ($)	STOCK AWARDS ($)⁽¹⁾		OPTION AWARDS ($)⁽¹⁾		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	ALL OTHER COMPENSATION ($)⁽²⁾			TOTAL ($)

Tim Chen Chief Executive Officer and Chairman of the Board		2022		625,000	—		1,997,488		2,636,462	—		14,624			5,273,574
		2021		535,261	—		—		4,851,010	—		13,825			5,400,096


Lauren StClair Chief Financial Officer		2022		756,250	—		1,082,186		1,388,373	—		14,391			3,241,200

Kevin Yuann Chief Business Officer		2022		522,500	—		432,869		555,545	—		14,617			1,525,531

Kelly Gillease Former Chief Marketing Officer		2022		330,354	—		548,298		703,440	—		77,764	⁽³⁾		1,659,856
Kelly Gillease Former Chief Marketing Officer		2021		466,250	—		1,837,670		448,492	—		13,565			2,765,977

(2) The amounts reported in this column for 2022 and 2021 include Company matching contributions under its 401(k) plan of $12,200 and $11,600, respectively.

(3) The amount reported here includes compensation paid to Ms. Gillease in her consulting role.

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Narrative Disclosure to Summary Compensation Table

Offer Letters

Set forth below are descriptions of our employment terms with our Named Executive Officers. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our Named Executive Officers, see “—Potential Payments upon Termination or Change in Control.”

Tim Chen. On June 25, 2021, we entered into an offer letter with Mr. Chen. Mr. Chen is entitled to an annual base salary as determined by the Compensation Committee of the Board from time to time which was $650,000 effective as of July 1, 2022. Mr. Chen is also eligible to participate in the employee benefit plans generally available to our employees.

Lauren StClair. On November 24, 2020, we entered into an offer letter with Ms. StClair. Ms. StClair is entitled to an annual base salary as determined by the Compensation Committee of the Board from time to time, which was $775,000 effective as of April 1, 2022. Ms. StClair is also eligible to participate in the employee benefit plans generally available to our employees.

Kevin Yuann. On June 10, 2014, we entered into an offer letter with Mr. Yuann. Mr. Yuann is entitled to an annual base salary as determined by the Compensation Committee of the Board from time to time, which was $530,000 effective as of April 1, 2022. Mr. Yuann is also eligible to participate in the employee benefit plans generally available to our employees.

Kelly Gillease. On July 6, 2018, we entered into an offer letter with Ms. Gillease. Ms. Gillease was entitled to an annual base salary as determined by the Compensation Committee of the Board from time to time, which was $510,000 effective as of April 1, 2022. Ms. Gillease departed from the Company on October 1, 2022 and entered into a Consulting Services Agreement with the Company for a one year term unless terminated earlier in accordance with the terms thereof. Ms. Gillease’s compensation per the Consulting Services Agreement is an aggregate fee of $255,000, payable in equal monthly installments.

Equity Awards

Our Compensation Committee approves all compensation decisions relating to all of our executive officers, including our Named Executive Officers. Our equity compensation to our Named Executive Officers consisted of an initial equity grant upon hire (other than Mr. Chen who did not receive equity awards until 2021), and annual grants thereafter, all of which were granted under our equity incentive plans and subject to time-based vesting. Equity awards to our Named Executive Officers in 2022 consisted of a combination of options and restricted stock units (RSUs). Our equity compensation is designed to ensure that our Named Executive Officers are incentivized to grow stockholder value and that their interests are aligned with our stockholders for the long term.

While we do not have formal stock ownership guidelines or requirements for our executive officers, we do strive to promote a culture of ownership. Our Chief Executive Officer and our Chief Financial Officer have agreed to retain stockholdings worth at least six times and four times their total annual cash compensation, respectively.

PROXY STATEMENT 2023

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Outstanding Equity Awards At December 31, 2022

The following table provides information about the outstanding Company equity awards held by our Named Executive Officers as of December 31, 2022.



			OPTION AWARDS									STOCK AWARDS

NAME	VESTING COMMENCEMENT DATE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS VESTED (#)		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNVESTED (#)			OPTION EXERCISE PRICE ($)		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)⁽²⁾			MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)⁽⁶⁾

Tim Chen		5/24/2021		4,960		14,880	⁽¹⁾		$22.18		5/24/2026		—			—

		5/24/2021		183,060		272,100	⁽¹⁾		$20.16		5/24/2031		—			—

		7/1/2022		—		11,990	⁽²⁾		$9.17		6/30/2027		209,569	⁽⁵⁾		2,011,862

		7/1/2022		62,371		524,407	⁽²⁾		$8.34		6/30/2032		—			—

Lauren StClair		12/16/2020		150,106		157,498	⁽¹⁾⁽³⁾		$13.52		12/15/2030		80,504	⁽⁴⁾		772,838

		4/1/2022		35,673		178,368	⁽²⁾		$12.64		3/23/2032		69,563	⁽⁵⁾		667,805

Kevin Yuann		7/1/2016		16,895		—			$4.10		9/13/2026		—			—

		5/1/2017		25,000		—			$5.58		5/1/2027		—			—

		9/1/2018		31,250		—			$7.42		10/24/2028		—			—

		9/1/2019		30,470		7,029	⁽²⁾⁽³⁾		$10.20		9/24/2029		—			—

		3/1/2020		10,316		4,684	⁽²⁾⁽³⁾		$12.00		3/17/2030		2,343	⁽⁵⁾		22,493

		4/1/2021		17,638		24,690	⁽²⁾⁽³⁾		$14.00		3/28/2031		11,904	⁽⁵⁾		114,278

		4/1/2022		14,269		71,347	⁽²⁾		$12.64		3/23/2032		27,825	⁽⁵⁾		267,120

Kelly Gillease		8/20/2018		266,523		—			$7.42		10/24/2028		—			—

		9/1/2019		30,827		9,369	⁽²⁾⁽³⁾		$10.20		9/24/2029		—			—

		4/1/2021		10,496		24,690	⁽²⁾⁽³⁾		$14.00		3/28/2031		56,545	⁽⁵⁾		542,832

		4/1/2022		18,074		90,373	⁽²⁾		$12.64		3/23/2032		35,245	⁽⁵⁾		338,352

(1) The option vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/48th of the shares following the completion of each of an additional 36 months thereafter, subject to the executive’s continued service with us on each applicable vesting date.

(2) The option vests in substantially equal monthly installments over 48 months of continuous service following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date.

(3) These stock options are immediately exercisable for all of the option shares, subject to our right to repurchase any then-unvested shares in connection with the termination of service of the holder of such shares.

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(4) The Restricted Stock Units will be completely vested once a Participant has been a Service Provider on 17 consecutive Quarterly Installment Dates (approximately four years). A number of shares shall vest on each Quarterly Installment Date as follows, subject to Participant being a Service Provider through such date:

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1^st through 4^th Quarterly Installment Date: No Vesting.

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5^th Quarterly Installment Date: A number of shares subject to the Award shall vest equal to the product of (i) the number of Restricted Stock Units granted, multiplied by (ii) a fraction, (x) the numerator of which shall be the number of days that have elapsed since, and including, the Vesting Commencement Date and (y) the denominator of which shall be one thousand four hundred sixty (1,460), rounded down to the nearest whole share.

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6^th through 16^th Quarterly Installment Date: 1/16^th of the number of Restricted Stock Units granted shall vest, rounded down to the nearest whole share.

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17^th Quarterly Installment Date: All then unvested Restricted Stock Units shall vest.

Quarterly Installment Date means March 1, June 1, September 1, and December 1 of each year, provided that if such date is not a business day, the Quarterly Installment Date shall be the first business day after such date.

(5) The RSUs vest in 16 substantially equal installments on each Quarterly Installment Date (March 1, June 1, September 1, and December 1 of each year) following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date.

(6) Market value is calculated based on $9.60, the closing price of our Class A common stock on December 31, 2022.

Potential Payments Upon Termination of Employment or Change in Control of the Company

Pursuant to our change of control and severance policy, which became effective as of June 16, 2021, each of Messrs. Chen and Yuann and Ms. StClair were eligible for the benefits described in this paragraph (which such benefits specifically supersede any prior agreements relating to such benefits). The policy has a term of three years, subject to automatic renewal unless terminated by the Company at least three months prior to the date on which the policy would otherwise renew. In the event of a termination without cause or resignation for good reason (a “Qualifying Termination”), each such officer, contingent on execution of a general release of claims against us, will be entitled to (i) a lump sum payment equal to (A) the amount of base salary that would have been earned during the severance period (at the rate in effect immediately prior to such termination prior to any reduction that triggered a resignation for good reason), plus (B) payment of the officer’s target bonus, if applicable, assuming the bonus would have been earned at 100% of target, and prorated based on the number of calendar months completed in the performance period in which the termination occurs and (ii) to the extent the officer timely elects to receive continued coverage under our group healthcare plans, payment of, or reimbursement for, such coverage under COBRA, for up to the length of the severance period. The severance period will be six months; provided, however, that if such Qualifying Termination occurs during the period beginning 3 months prior to, and ending on the date that is 12 months following, a change in control of the Company (a Change in Control Termination), then the severance period will be 12 months. In addition, in the event of a Change in Control Termination, (x) if applicable, payment of the officer’s annual target bonus assuming the bonus would have been earned at 100% of target, (y) each of the officer’s outstanding equity awards (excluding performance-based awards) will vest as if the officer had completed an additional 12 months of continuous service beyond the termination date.

On March 15, 2023, we amended our change of control and severance policy to provide for the following: (i) in the event of a Change in Control Termination, each of the officer’s unvested outstanding equity awards (excluding performance-based awards) will vest fully and (ii) in the event of a Qualifying Termination that is not a Change in Control Termination, the officer will no longer be eligible to receive a prorated target bonus.

As noted above, Ms. Gillease departed from the Company on October 1, 2022 and entered into a Consulting Services Agreement with the Company for a one year term (unless terminated earlier), pursuant to which Ms. Gillease is entitled to receive an aggregate fee of $255,000, payable in equal monthly installments.

PROXY STATEMENT 2023

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Other Compensation and Benefits

All of our Named Executive Officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability and accidental death and dismemberment insurance plans, in each case on the same terms as all of our U.S.-based employees. In addition, we also offer our employees paid time off, a 401(k) plan, mental health services, commuter benefits, health and dependent care flexible spending accounts, and access to third-party service providers in the areas of legal and personal finance support. We generally do not provide perquisites or personal benefits to our Named Executive Officers that we do not offer to our other employees. During our year ended December 31, 2022, we paid or reimbursed our Named Executive Officers a stipend for gym, cell phone costs and at-home internet, paid or reimbursed certain home office expenses, and provided certain service-based anniversary gifts to our employees with an accompanying gross-up.

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we make matching contributions up to 4% of the employee’s annual salary up to a maximum of $290,000. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our Named Executive Officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2022. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our Named Executive Officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2022.

In an effort to achieve our vision and mission statements internally, we offer an Employee Stock Purchase Plan (ESPP) to all employees in the U.S. and abroad. The purpose of the ESPP is to attract new employees, retain current employees, and create a culture of ownership so that our employees are aligned with our longer term goals.

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Transactions with Related Persons

Related Person Transactions Policy and Transactions with Related Persons

Our Board has adopted a Related Person Transaction Policy that sets forth the process by which our Audit Committee will identify, review, consider and approve or ratify transactions involving NerdWallet and any related person. A related person transaction is defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which NerdWallet and any related person are, were or will be participants in which the amount involved exceeds $120,000.

Our Audit Committee will consider all the relevant facts and circumstances deemed relevant by and available to the Audit Committee, including, but not limited to (a) the risks, costs, and benefits to NerdWallet, (b) the impact on a director’s independence in the event the Related Person is a director, immediate family member of a director, or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The Audit Committee will approve only those related person transactions that, in light of known circumstances, are in, or are not inconsistent with, the best interests of NerdWallet and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

We require each of our directors and executive officers to complete an annual directors’ and officers’ questionnaire that elicits information about related person transactions. This process helps our Board determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

In 2022 there were no related person transactions and there are not currently any proposed related person transactions that would require disclosure under the SEC rules.

PROXY STATEMENT 2023

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Security Ownership of Certain Beneficial

Owners and Management

The following table sets forth the beneficial ownership of our common stock as of March 27, 2023, the record date for the 2023 Annual Meeting, by:

•

each person, or group of affiliated persons, who we know to beneficially own more than 5% of any class or series of our capital stock;

•

each of our Named Executive Officers;

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each of our Directors; and

•

all of our Executive Officers and Directors as a group.

The numbers of shares of common stock and percentages of ownership and combined voting power set forth below are based on the number of shares issued and outstanding as of March 27, 2023.

The amounts of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of March 27, 2023. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

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Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed. Unless otherwise indicated, the address for each beneficial owner listed below is 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105.



	Shares Beneficially Owned

	Class A Common Stock					Class B Common Stock					% of Total Voting Power⁽¹⁾

Name of Beneficial Owner	Shares		%			Shares		%
5% Stockholders:
Innovius Sirius Capital I, L.P. (2)		5,209,366		11.57	%							1.44	%
Institutional Venture Partners XIV, L.P. (3)		3,654,541		8.12	%							1.01	%
The Vanguard Group (4)		3,127,515		6.95	%							*
FMR LLC (5)		2,502,011		5.56	%							*
Directors and Named Executive Officers:
Tim Chen (6)		578,498		1.29	%		31,685,652		100	%		87.72	%
Lauren StClair (7)		436,545		*								*
Kevin Yuann (8)		345,076		*								*
Kelly Gillease (9)		57,941		*								*
Jennifer Ceran (10)		135,815		*								*
Lynne Laube (10)		135,815		*								*
Kenneth McBride		—		*								*
Maurice Taylor		—		*								*
All directors and executive officers as a group (11) (9 persons)		3,515,601		7.81	%		31,685,652		100	%		88.53	%

*Less than 1%

(1) Percentage of total voting power represents voting power with respect to all shares of the Company’s Class A common stock and Class B common stock, together as a single class. Holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to ten votes per share.

(2) Based on information reported by Innovius Capital Sirius I, L.P. on Schedule 13G filed with the SEC on February 14, 2022. The sole general partner of Innovius Capital Sirius I, L.P. is Innovius Capital GP I, LLC. The sole managing director of Innovius Capital GP I, LLC is Justin Moore. Mr. Moore disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein. The address for this entity is: 2443 Fillmore Street, #380-14279, San Francisco, CA 94115.

(3) Based on information reported by Institutional Venture Partners XIV, L.P. (“IVP XIV”) on Schedule 13G/A filed with the SEC on February 14, 2023. Institutional Venture Management XIV, LLC (”IVM XIV”) is the General Partner of IVP XIV. IVM XIV may be deemed to indirectly beneficially own the securities owned by IVP XIV. Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., Todd C. Chaffee, Jules A. Maltz, and J. Sanford Miller are Managing Directors of IVM XIV and each share voting and dispositive power over the securities held by IVP XIV. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. The address for this entity is: 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, CA 94025.

(4) Based on information reported by The Vanguard Group (“Vanguard”) on Schedule 13G filed with the SEC on February 9, 2023. Vanguard reported that it has sole dispositive power with respect to 3,077,494 shares, shared dispositive power with respect to 50,021 shares, and shared voting power with respect to 38,949 shares. The address for this entity is: 100 Vanguard Blvd., Malvern, PA 19355

PROXY STATEMENT 2023

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(5) Based on information reported by FMR LLC and Abigail P. Johnson on Schedule 13G filed with the SEC on February 9, 2023. FMR LLC reported that it has sole dispositive power over 2,502,011 shares and sole voting power with respect to 2,501,666 shares. The address for this entity is: 245 Summer Street, Boston, Massachusetts 02210.

(6) Class A common stock holdings consist of: (i) 216,255 shares of Class A common stock and (ii) 362,243 shares of Class A common stock issuable upon exercise of stock options vested and vesting within 60 days of March 27, 2023. Class B common stock holdings consist of (i) 16,007,493 shares of Class B common stock held by Tim Chen as Trustee of The Tim Chen Revocable Trust u/a/d 3/11/2016, (ii) 2,639,121 shares of Class B common stock held by Tim Chen as Trustee of The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, (iii) 4,405,720 shares of Class B common stock held by Tim Chen as Trustee of The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, (iv) 633,318 shares of Class B common stock held by Tim Chen as Trustee of the Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, and (v) 8,000,000 shares of Class B common stock held by Tim Chen as Trustee of the Seed Investor 2022 Annuity Trust u/a/d 6/3/2022 . The Special Trustee of the Seed Investor 2022 Annuity Trust u/a/d 6/3/2022, the Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, The Seed Investor 2019 Annuity Trust u/a/d 8/19/2019 and The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, Jessica Davis Mills, has sole voting power over the shares held in such trusts; provided that Mr. Chen, as grantor, may remove and replace the special trustee at any time.

(7) Consists of (i) various options to purchase an aggregate of 307,604 shares of the Company’s Class A common stock, all of which were granted subject to an early exercise provision and which shares are immediately exercisable, (ii) 57,969 shares of common stock issuable upon exercise of stock options vested and vesting within 60 days of March 27, 2023 and (iii) 70,972 shares of Class A common stock.

(8) Consists of (i) various options to purchase an aggregate of 167,972 shares of the Company’s Class A common stock, all of which were granted subject to an early exercise provision and which shares are immediately exercisable, (ii) 23,187 shares of common stock issuable upon exercise of stock options vested and vesting within 60 days of March 27, 2023 and (iii) 153,917 shares of Class A common stock.

(9) Consists of (i) various options to purchase an aggregate of 28,290 shares of the Company’s Class A common stock, all of which were granted subject to an early exercise provision and which shares are immediately exercisable, (ii) 6,779 shares of common stock issuable upon exercise of stock options vested and vesting within 60 days of March 27, 2023 and (iii) 22,872 shares of Class A common stock.

(10) Consists of (i) an option to purchase 120,000 shares of Class A common stock granted subject to an early exercise provision and which shares are immediately exercisable and (ii) 15,815 shares of common stock issuable upon the vesting of restricted stock units within 60 days of March 27, 2023.

(11) Consists of (i) 743,866 shares of Class A common stock issuable upon exercise of early exercisable stock options, the unvested of which would be subject to a repurchase right until vested, (ii) 481,808 shares of common stock issuable upon exercise of stock options vested and vesting within 60 days of March 27, 2023, and (iii) 2,289,927 shares of Class A common stock.

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Audit Committee Report

Key Responsibilities of Oversight

On behalf of our Board, our Audit Committee provides independent oversight of:

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The reliability and integrity of the Company’s accounting policies and financial statements;

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The Company’s compliance with legal and regulatory requirements;

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The qualifications, scope of work, performance and independence of Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm;

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The performance of the Company’s internal audit function and its system of internal controls;

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Compliance with the Code of Business Conduct and implementation and effectiveness of the Company’s compliance and ethics programs;

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The Company’s major financial risk exposures, and management’s risk assessment and risk management policies; and

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The Company’s cybersecurity matters.

Required Communications with Audit Committee

As part of its oversight of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, our Audit Committee reviewed and discussed with management and Deloitte the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2022 and Deloitte’s report on those financial statements. Our Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

These required communications included Deloitte’s perspective on the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments made by management, and the disclosures in the audited consolidated financial statements, including the disclosures relating to critical accounting policies and critical audit matters addressed in Deloitte’s audit report. Our Audit Committee also received the written disclosures and a letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with our Audit Committee concerning independence. Our Audit Committee has discussed with Deloitte its independence with respect to the Company and has considered whether Deloitte’s provision of non-audit services is compatible with its independence.

Audit Committee Recommendation

Based upon these reviews and discussions, our Audit Committee recommended to our Board that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2022 to be filed with the SEC. Our Audit Committee also appointed Deloitte to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

PROXY STATEMENT 2023

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This report has been furnished by the members of our Audit Committee of our Board:

Audit Committee

Jennifer E. Ceran (Chair)

Kenneth T. McBride

Maurice Taylor

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Audit Committee Matters

Pre-Approval Policies and Procedures

Our Audit Committee has the sole authority to review in advance, and pre-approve (which may be pursuant to pre-approval policies and procedures) all audit and non-audit services to be provided by the Company’s independent auditors and to approve all related fees and other terms of engagement to ensure that the provision of these services do not impair the independence of the Company’s independent audit firm from the Company and its subsidiaries.

All of the services rendered by Deloitte to the Company and its subsidiaries during 2022 were pre-approved by our Audit Committee.

Independent Registered Public Accounting Firm Fees

Our Audit Committee retained Deloitte to audit the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021. The following table provides information regarding fees billed by Deloitte (i.e., Deloitte & Touche LLP) and other member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates for the fiscal years ended December 31, 2022 and 2021, inclusive of out-of-pocket expenses (in thousands).



Type of Service	2022 ($)		2021 ($)

Audit Fees⁽¹⁾		1,617		2,873

Audit-Related Fees⁽²⁾		—		—

Tax Fees⁽³⁾		334		471

All Other Fees⁽⁴⁾		7		4

Total		1,958		3,348

(1) Audit Fees for professional services associated with the annual audit of our consolidated financial statements, the reviews of our quarterly condensed consolidated financial statements and the issuance of consents and comfort letters in connection with registration statement filings with the SEC.

(2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

(3) Tax Fees represent fees relating to tax compliance and consulting matters.

(4) All Other Fees represent fees for services other than those included above, including access to accounting research software applications and data.

PROXY STATEMENT 2023

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Proposal No. 2—Ratification of Appointment of

Independent Registered Public Accounting Firm for 2023

Our Audit Committee has unanimously reappointed Deloitte as the independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for the year ended December 31, 2023. Although stockholder approval is not required for such appointment, our Audit Committee will take the outcome of the vote on this proposal into consideration when appointing our independent registered public accounting firm in the future.

Deloitte served as the Company’s independent registered public accounting firm during 2022 and, in that capacity, rendered a report on the Company’s consolidated financial statements as of and for the year ended December 31, 2022. Deloitte has served as the independent auditor of the Company since 2015.

Support for Recommendation

In determining that retaining Deloitte for 2023 was in the best interests of the Company and its stockholders, our Audit Committee reviewed:

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Deloitte’s performance on the Company’s audit and non-audit work for the year ended December 31, 2022 and recent prior years, and management’s assessment of such performance;

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Deloitte’s qualifications, independence, capabilities and expertise, evident through its audit planning and reports, industry knowledge, resources and staffing, objectivity and professional skepticism;

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External data on audit quality and performance, including results of recent PCAOB reports on Deloitte and peer firms and improvements made from period to period;

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The terms of the audit engagement, including the reasonableness of audit and non-audit fees charged taking into account the breadth and complexity of services provided, as well as the efficiency achieved in performing such services;

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The quality of Deloitte’s communications to and interactions with our Audit Committee at meetings and our Audit Committee Chair between meetings; and

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The benefits of having a long-tenured auditor and the institutional knowledge gained from prior years of engagement.

In accordance with SEC rules, the maximum number of consecutive years of service for lead and concurring review audit partners for public companies is five years. Our lead audit partner has served in such a role since 2019, and therefore has one year of service remaining in such capacity. Deloitte will continue to be engaged as our independent registered public accounting firm and our Audit Committee will commence the process of selecting a new lead engagement partner this year. With significant input from management and Deloitte, our Audit Committee will conduct interviews and take other appropriate actions before it approves the new lead engagement partner.

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Non-Binding Vote

Our Audit Committee is responsible for selecting the Company’s independent registered public accounting firm, and stockholder approval is not required to appoint Deloitte as our independent registered public accounting firm. However, our Audit Committee will take the outcome of the vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Our Audit Committee may retain another independent registered public accounting firm at any time if it concludes that such change would be in the best interest of the Company’s stockholders, even if the stockholders approve this proposal.

Inquiries of Deloitte & Touche LLP at Annual Meeting

We expect representatives from Deloitte will be present at the 2023 Annual Meeting. They will be available to respond to appropriate questions and may make a statement if they so desire.


		Our Board unanimously recommends that you vote “FOR” the ratification of our Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023.

PROXY STATEMENT 2023

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Questions and Answers about the Proxy

Materials and 2023 Annual Meeting

Why Am I Receiving These Materials?

SEC Form DEF 14A filed by NerdWallet Inc.