Document

DEF 14A 1 a2024def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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☐			Preliminary Proxy Statement
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☐			Soliciting Material under §240.14a-12

SEZZLE INC.

(Name of Registrant as Specified in Its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter from our Executive Chairman and Chief Executive Officer

Dear Fellow Shareholders,

2023 was nothing short of extraordinary for Sezzle as a Buy Now, Pay Later (BNPL) company. Reflecting on the past year, I’m inspired by our innovations, achievements, and our dedication to superior execution. Our journey over the last several years has certainly been challenging, but these challenges transformed Sezzle to produce the results you’re seeing today.

We began 2023 with a clear goal: to attain full-year GAAP net income. I am thrilled to report that we successfully achieved this goal. In a remarkable show of consistency, we even reported four consecutive quarters of net income. Sezzle is reshaping the BNPL narrative with a sustainable and prosperous business model, as evidenced by our achievement of full-year net income in 2023. We believe Sezzle is leading the way to a new era for the BNPL sector as a model for sustainable growth and profitability.

Delivering on Our Promise of Profitability Through Innovation and Operational Efficiency

Our achievement of full-year profitability not only reflects our commitment to driving value and fostering growth but also our ability to deliver on promises we make to the market. During 2022, we made it our primary focus to attain profitability amidst a challenging economic environment, a goal we successfully attained in the back half of the year. We maintained this momentum in 2023 by successfully executing several key strategic initiatives that catapulted us from a net loss of $38.1 million in 2022 to a net income of $7.1 million in 2023. This marks a $45.2 million year-over-year improvement and a $82.3 million turnaround from 2021. These results prove our business is on a solid foundation for sustainable growth in the future.

Innovation was crucial to our success. Roughly one year after the launch of Sezzle Premium, our first subscription product, we launched Sezzle Anywhere, which was taken in by our customer base as a highly valued subscription offering. Our Anywhere product emerged as the flagship offering, forming an integral part of our subscription suite alongside Premium. The engagement of our subscriber base is astonishing. Our subscribers leveraged this product 2.2 times more frequently than non-subscribers, with the top 10% of Sezzle Anywhere subscribers making a staggering 37 purchases every 90 days1. These statistics underscore the significant value our subscription suite brings to our consumers, solidifying our position as a top-of-wallet payment option for many.

Amidst our efforts pioneering new payment capabilities for our consumers, we remained persistent in our commitment to operational efficiency. Through rigorous cost reduction initiatives implemented in 2022 and a continued focus on efficiency throughout 2023, we accomplished our growth goals while significantly cutting our overhead costs. We intend to uphold our commitment to lean operations to balance efficiency with sustainable growth.

Departing the ASX for Our New Home - Nasdaq

The achievement of these milestones coincided with our listing on the Nasdaq Capital Market (Nasdaq) in August and subsequent delisting from the Australian Securities Exchange (ASX). This strategic move aligns our listing location with our primary operational hub in the United States and reduces the financial and operational burdens of a dual list. We are thrilled to embark on this new chapter in our journey as a public company. At this juncture, I would like to express my deepest gratitude to our Australian investors for their support since our ASX listing in 2019. Our time as a public company on the ASX will always be remembered as a key milestone of Sezzle’s growth story, and we thank you for being a part of it.

1 Frequency corresponds to 90-days ending February 5, 2024.

Setting the Stage for the Next Phase of Growth

Our past accomplishments leave me filled with optimism and enthusiasm for the journey that lies ahead. 2022 marked the beginning of an exceptional turnaround journey for our company, while 2023 validated our strategic roadmap. In 2024, we will continue to innovate with a hyperfocus on profitability, with the expectation of increasing our net income by over two-fold to $20.0 million. And it isn’t just about the numbers. We also plan to renew our B Corporation certification in 2024, reaffirming our dedication to improving the lives of all our stakeholders, in line with our commitment as a Public Benefit Corporation.

Yet none of this could have been achieved without the hard work and dedication of our Sezzlers and the trusted support from our Board of Directors. I extend my heartfelt gratitude to each and every one of you for your tireless efforts and commitment to our shared mission of Financially Empowering the Next Generation. Thank you.

As we evolve into a premier, all-encompassing financial services provider for the Next Generation of consumers, our commitment to driving value for our stakeholders and shareholders alike is unwavering. I am confident that with our collective efforts and determination, the best is yet to come.

Thank you for your continued trust and support. Your faith in us fuels our determination to achieve more and propels us towards greater heights.

Sincerely,

Charles Youakim

Executive Chairman and Chief Executive Officer


			NOTICE OF THE 2024 ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON

THURSDAY, JUNE 13, 2024 AT 5:00 P.M. (U.S. EASTERN TIME)

TO THE STOCKHOLDERS OF SEZZLE INC.:

Please take notice that the Annual Meeting of Stockholders (the “Annual Meeting”) of Sezzle Inc. (the “Company”) will be held on Thursday, June 13, 2024 at 5:00 p.m. (US Eastern Time), via virtual meeting conducted exclusively online via live webcast at https://meetnow.global/MFH4YSX, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.The election of six directors named in the Proxy Statement to serve until their successors are duly elected and qualified;

2.The ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending 2024; and

3.The transaction of any other business as may properly come before the Annual Meeting or any adjournments thereof.

Pursuant to due action of the Board of Directors, stockholders of record on Monday, April 15, 2024 at 5:00 p.m. (US Eastern Time) will be entitled to vote at the Annual Meeting or any adjournments thereof.

This Notice is accompanied by a Proxy Statement, Explanatory Notes, a Proxy Form and Voting Instructions Form, which all form part of this Notice.

The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each of which is included with this Notice, are also available to you on the Internet. To view the proxy materials on the Internet, visit investors.sezzle.com.

We encourage you to review all of the important information contained in the proxy materials before voting.


By Order of the Board of Directors


Charles Youakim
Executive Chairman and Chief Executive Officer

Minneapolis, Minnesota
April 23, 2024

IMPORTANT INFORMATION

Record Date

You are entitled to notice of, and to vote at, the Meeting (and any adjournment or postponement thereof) if you were a Stockholder on Monday, April 15, 2024 at 5:00 p.m. (US Eastern Time) (the Record Date).

Voting by Proxy

Whether or not you plan to participate in the virtual Meeting, you can ensure that your Shares are represented at the Meeting by promptly completing, signing and returning the Proxy Form or voting and submitting your Proxy Form online, in each case in accordance with the instructions on the Proxy Form, as soon as possible. If you later decide to participate in the virtual Meeting, you may withdraw your proxy and vote in person.

Forward-Looking Statements

This Notice and the Proxy Statement and accompanying materials may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and include statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties, and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC.

The Company expressly disclaims any obligation to update or alter any statements as a result of new information, future events or otherwise, except as required by law. While the Company believes that the expectations reflected in the forward-looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward-looking statements in this Notice and its accompanying documents will actually occur.

Disclaimer

No person is authorized to give any information or make any representation in connection with the subject matter of an item which is not contained in this Notice or its accompanying documents. Any information which is not contained in this Notice or accompanying documents may not be relied on as having been authorized by the Company or the Board.

Electronic Copy

An electronic copy of this Notice and accompanying documents is available on the Company’s website at investors.sezzle.com.

Virtual Meeting

This year’s Annual Meeting will be conducted virtually using an online meeting platform accessible at https://meetnow.global/MFH4YSX.

Stockholders will not be able to attend the Annual Meeting in person. Stockholders, proxyholders, attorneys and authorized corporate representatives must log into the online Annual Meeting platform to participate in the Meeting. By participating in the Annual Meeting online, you will be able to:

•hear the Meeting discussion and view presentation slides;

•submit written questions while the Meeting is progressing; and

•vote during the Meeting.

We recommend logging into the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

Access: Once the webpage above has loaded into your web browser, click “JOIN MEETING NOW.” Then select Shareholder on the login screen and enter your Control Number, or if you are an appointed proxy, select Invitation and enter your Invite Code.

If you have trouble logging in, contact the virtual hosting company using the telephone number provided at the bottom of the screen.

Important Notice for Non-Registered Holders: Non-registered holders (shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy will not be able to participate at the meeting. Non-registered holders that wish to attend and participate should follow the instructions on the voting information form and in the management information circular relating to the meeting to appoint and register themselves as proxy, otherwise you will be required to login as a guest.

If you are a guest: Select Guest on the login screen. As a guest, you will be prompted to enter your name and email address. Please note, guests will not be able to ask questions or vote at the meeting.

Online voting will be open between the commencement of the Annual Meeting and the time at which the Chairman announces voting closure.

You may still attend the Annual Meeting virtually if you have completed a Proxy Form, but in that case, you will not vote directly; rather, the person you have appointed as proxy will cast your vote on your behalf.

Stockholders are also encouraged to submit any questions in advance of the Annual Meeting to the Company. Questions must be submitted in writing to the Company by email to investorrelations@sezzle.com at least 48 hours prior to the Annual Meeting.

Stockholders will also have the opportunity to submit written questions during the Annual Meeting in respect to the formal items of business, however it would be preferable for questions to be submitted to the Company in advance of the Meeting. In order to ask a question during the Annual Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Annual Meeting. Stockholders are limited to a maximum of two questions each (including any questions submitted in advance of the Annual Meeting).

IMPORTANT: To assure that your shares are represented at the meeting, please vote your shares over the telephone, via the Internet or by marking, signing, dating and returning the enclosed proxy card or applicable voting instruction form to the address specified. If you attend the meeting, you may choose to vote in person even if you have previously voted your shares, except that beneficial owners may only instruct their broker, bank or other holder of record to vote on their behalf by following the instructions on the enclosed applicable voting instruction form. Beneficial owners may not vote in person at the Meeting unless a valid proxy has been obtained from their broker, bank or other holder of record, as the case may be, with respect to their ownership interests.

TABLE OF CONTENTS


Proxy Summary			8
Our Board of Directors and Corporate Governance			10
Director Biographies			10
Director Independence			13
Board Leadership			13
Board Committees			14
Stockholder Communications			19
Code of Conduct			19
Securities Trading Policy			19
Director Attendance			20
Director Compensation			20
ITEMS 1–6: Re-Election of Directors			21
ITEM 7: Ratification of Independent Accounting Firm Selection			22
Report of the Audit and Risk Committee			23
Executive Officers			24
Executive Compensation			25
Equity Compensation Plan Information			33
Security Ownership of Certain Beneficial Owners and Management			34
Certain Relationships and Related-Party Transactions			35
Questions and Answers About the Proxy Materials and Voting			36


Item	Board Recommendation	Page
Items 1–6: Election of Directors	FOR each Director Nominee	21
Item 7: Ratification of Independent Accounting Firm Selection	FOR	22



Name	Age	Director Since	Position	Committee Membership
Mike Cutter	58	2020	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Chair)
Paul Lahiff	71	2019	Independent Non-Executive Director	Audit and Risk Committee (Chair), Compensation Committee (Chair), and Nominating and Corporate Governance Committee (Member)
Paul Paradis	40	2018	Co-Founder, Executive Director, and President	—
Paul Purcell	49	2019	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Karen Webster	67	2024	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Charles Youakim	47	2016	Co-Founder, Executive Chairman, and Chief Executive Officer	—


			Mike Cutter Independent Non-Executive Director
			Mr. Cutter has served as a member of our Board of Directors since June 2020. Prior to serving as a director, Mr. Cutter served as an advisor to the Board from May 2019 until joining as a member of the Board of Directors. Mr. Cutter has more than 33 years’ experience in a wide range of financial services businesses in Australia, New Zealand, Asia and Europe. Most recently from 2015 to 2019 he served as the Group Managing Director for the information services business Equifax ANZ. Prior to that he held various CEO, CRO, Product and Operations roles with GE, ANZ, Wesfarmers, Halifax/BankOne and NAB. Mr. Cutter is a Graduate of the Australian Institute of Company Directors (GAICD) and a Senior Fellow of the Financial Services Institute of Australia and has previously served on the board of directors of the Women’s Cancer Foundation, Ovarian Cancer Institute, the Australian Finance Congress, the National Insurance Brokers Association and the Australian Retail Credit Association. In addition to his role with Sezzle, Mr. Cutter is currently a director for Pepper Money Australia New Zealand, the Chair of Arteva Premium Funding, the Chair of Panthera Finance, a Board Advisor to Revolut Australia and serves as a Director for Kadre Consulting. Mr. Cutter has a Bachelor of Science (Hons) from Hertfordshire University. We believe Mr. Cutter is well-qualified to serve as a member of our Board of Directors due to his experiences in the financial services industry across varied geographical locations.
Age: 58 Director since 2020 Committees: •Compensation •Nominating and Corporate Governance (Chair) •Audit and Risk


			Paul Lahiff Independent Non-Executive Director
			Mr. Lahiff has served as a member of our Board of Directors since May 2019. Mr. Lahiff was previously Chief Executive Officer of Mortgage Choice and prior to that, Chief Executive Officer of Permanent Trustee and Heritage Bank. He previously held roles on the Boards of directors with Sunsuper, Thorn Group, New Payments Platform Australia, RFi, Cuscal and Cancer Council NSW. Mr. Lahiff holds a Bachelor of Agricultural Science from the University of Sydney and is a graduate of the Australian Institute of Company Directors. Mr. Lahiff is the Chairman of Harmoney, NESS Superannuation, and UBank. We believe Mr. Lahiff is well-qualified to serve as a member of our Board of Directors due to his senior management experience and prior and other director roles.
Age: 71 Director since 2019 Committees: •Compensation (Chair) •Nominating and Corporate Governance •Audit and Risk (Chair)


			Paul Paradis Executive Director and President
			Mr. Paradis co-founded Sezzle and has served as a member of our Board of Directors since May 2018. Mr. Paradis has served as President since July 2020 and, prior to serving as President, Mr. Paradis was our Chief Revenue Officer starting in May 2016. Mr. Paradis has extensive experience in sales and marketing. He began his career in sales with the Minnesota Timberwolves. He left the Timberwolves to attain his MBA from the Carlson School of Management at the University of Minnesota, where he focused on marketing and strategy. After graduating from the Carlson School of Management, Mr. Paradis spent six years leading sales and marketing at Dashe & Thomson and the Abreon Group, boutique management consultancies focused on IT transformation adoption. Mr. Paradis left the Abreon Group in 2016 when he co-founded Sezzle. At Sezzle, Mr. Paradis oversees sales, account management, strategic partnerships, and customer and merchant support. Mr. Paradis has a Bachelor of Arts in Political Science from Davidson College and an MBA from the University of Minnesota. Mr. Paradis does not currently hold any other directorships. We believe Mr. Paradis is well-qualified to serve as a member of our Board of Directors due to his experience from serving as co-founder and President at Sezzle, in addition to his experience in IT transformation.
Age: 40 Director since 2018 Committees: None.


			Paul Purcell Independent Non-Executive Director
			Mr. Purcell has served as a member of our Board of Directors since April 2019. Mr. Purcell has invested in financial services companies (public and private markets) for over 20 years. He retains a specific specialization in emerging financial innovation as well as non-bank financial services. He has been the Chief Investment Officer of Jupiter Management since January 1, 2019 and prior to assuming that position led the sourcing and origination of investments at Continental Investors since 1999. Mr. Purcell is a frequent panelist at industry conferences and has published several articles on the trends and developments in the emerging commerce and financial services marketplaces. Before joining Continental Investors, Mr. Purcell was a co-founder of Continental Advisors, a manager of two sector-based hedge funds. He was also Manager of Internet Marketing at the Chicago Board Options Exchange (CBOE). Mr. Purcell is a graduate of the University of San Diego where he is a member of the Board of Trustees. He currently serves on the board of directors of AeroPay, GigWage, Prizeout, thedrop.com, Winestyr, CarHop, and What’s Next Media. We believe Mr. Purcell is well-qualified to serve as a member of our Board of Directors due to his various experiences in the financial services industry and his service as a director at numerous companies.
Age: 49 Director since 2019 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk


			Karen Webster Independent Non-Executive Director
			Karen Webster was appointed and has served as a member of the Board of Directors since February 2024. Ms. Webster is the founder and has served as Chief Executive Officer of What’s Next Media & Analytics LLC since July 2009 and has been a consultant and managing director of Berkeley Research Group, LLC since 2023. Ms. Webster also has been a co-founder and executive of Market Platform Dynamics LLC since 2004. Ms. Webster has a Master of Science in Strategy and Marketing from Johns Hopkins University. We believe Ms. Webster is well-qualified to serve as a member of our Board of Directors due to her senior management experience and her expertise in the payments industry.
Age: 67 Director since 2024 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk


			Charles Youakim Chairman and Chief Executive Officer
			Mr. Youakim is our co-founder, Executive Chairman, and Chief Executive Officer of Sezzle. Mr. Youakim is a serial technology entrepreneur with over ten years of experience in growing fintech companies from inception to large-scale businesses. Mr. Youakim began his career as an engineer and software developer. After successfully advancing in his early career, he returned to business school where he was able to focus on expanding his knowledge of finance, marketing, and business strategy. In 2010, after completing business school, Mr. Youakim founded his first payments company, Passport Labs, Inc. (“Passport”). Passport became a leader in software and payments for the transportation industry. At Passport, Mr. Youakim led the construction and the original technology and led the company as it disrupted the industry through the introduction of white label systems and payment wallets. Passport is the technology behind enterprise transportation installations like ParkChicago, ParkBoston, and the GreenP in Toronto. Mr. Youakim co-founded Sezzle in 2016 and also planned much of the business’ technology architecture. Mr. Youakim has a degree in Mechanical Engineering from the University of Minnesota and an MBA from the Carlson School of Management at the University of Minnesota. Mr. Youakim does not currently hold any other directorships. We believe Mr. Youakim is well-qualified to serve as a member of our Board of Directors due to his perspective and experience from serving as co-founder and Chief Executive Officer of Sezzle, as well as his experience leading other technology companies.
Age: 47 Director since 2016 Committees: None.


Compensation Committee Members: •Paul Lahiff (Chair) •Mike Cutter •Paul Purcell •Karen Webster			Our Compensation Committee charter is available on our website at https://investors.sezzle.com/leadership-and-governance/. Our compensation committee has overall responsibility for evaluating and approving the structure, operation, and effectiveness of the Company’s compensation plans, policies, and programs for officers and directors, including but not limited to: •Assisting the Board of Directors in developing and evaluating potential candidates for executive officer positions, and overseeing the development of executive succession plans; •Reviewing the Company’s overall compensation strategy to provide for appropriate rewards and incentives for the Company’s management and employees; •Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, and evaluating the performance of the executive officers of the Company in light of those goals and objectives; •Reviewing, assessing, and making recommendations to the Board of Directors regarding the compensation of the independent directors; •Considering and making recommendations to the Board of Directors regarding whether to seek shareholder approval for any executive officer compensation; •Overseeing the Company's policies and practices regarding the deferral of performance-based remuneration and the reduction, cancellation, or clawback of performance-based remuneration in the event of serious misconduct, a material misstatement in the Company's financial statements, or as otherwise set forth in policies of the Committee or Board; •Overseeing and monitoring the remuneration of non-executive directors, including the Company's policies and practices regarding any minimum shareholding requirements; •Administering the Company’s equity-based plans, deferred compensation plans and management incentive compensation plans, granting awards under such plans and making recommendations to the Board of Directors about amendments to such plans (or approve amendments to such plans, to the extent authority to approve such amendments is provided therein) and the adoption of any new equity-based incentive compensation plans; •Reviewing, considering, and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for executive officers and directors; •In its sole discretion, appointing, retaining, or obtaining the advice of a compensation consultant, legal counsel, or other adviser; •Producing a compensation committee report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with the proxy rules and such rules as required by the SEC; •Monitoring the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits; •Overseeing the Company's compliance with applicable rules and regulations promulgated by the SEC regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under Nasdaq rules;


Compensation Committee (continued) Members: •Paul Lahiff (Chair) •Mike Cutter •Paul Purcell •Karen Webster			•Reviewing the risks associated with the Company’s compensation policies and practices, including an annual review of the Company’s risk assessment of its compensation policies and practices for its employees; •Reviewing whether there is any gender or other inappropriate bias in remuneration for directors, executives, or other employees; •Reviewing and assessing the adequacy of its charter and submitting any changes to the Board of Directors for approval on an annual basis; •Reporting its actions and any recommendations to the Board on a periodic basis; and •Annually performing, or participating in, an evaluation of the performance of the committee, the results of which shall be presented to the Board of Directors. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Nominating and Corporate Governance Committee Members: •Mike Cutter (Chair) •Paul Lahiff •Paul Purcell •Karen Webster			Our Nominating and Corporate Governance Committee charter is available on our website at https://investors.sezzle.com/leadership-and-governance. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and ethical conduct, and monitors the effectiveness of our corporate governance guidelines. Our Nominating and Corporate Governance Committee is responsible for, among other things: •Identifying individuals qualified to become directors, consistent with criteria approved by the Board, receiving nominations for such qualified individuals, and reviewing recommendation put forward by the Chief Executive Officer; •Establishing criteria for Board of Directors composition and identifying individuals qualified to become members of our Board of Directors and its various committees; •Establishing a policy under which stockholders of the Company may recommend a candidate to the committee for consideration for nomination as a director; •Recommending to the Board qualified individuals to serve as committee members; •Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; •Reviewing the Company’s practices and policies with respect to directors, including retirement policies, the size of the Board, the ratio of employee directors to nonemployee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto; •In concert with the Board of Directors, reviewing the Company policies with respect to significant issues of corporate public responsibility, including contributions; •Recommending to the Board of Directors or to the appropriate committee thereto processes for annual evaluations of the performance of the Board of Directors, the Chairperson of the Board and the Chief Executive Officer and appropriate committees of the Board of Directors; •Considering and reporting to the Board any questions of possible conflicts of interest of directors; •Providing for new director orientation and continuing education for existing directors on a periodic basis; •Overseeing the maintenance and presentation to the Board of Directors of management’s plans for succession to executive and senior management positions in the Company, and reviewing succession planning for directors; •Reviewing and assessing the adequacy of its charter and submitting any changes to the Board of Directors for approval; •Performing, or participating in, as frequently as necessary or advisable, an evaluation of the performance of the committee, the results of which shall be presented to the Board of Directors;


	2023		2022
Audit Fees(1)	$	702,325	$	673,337
Audit-Related Fees(2)	20,000		—
Tax Fees	—		—
All Other Fees(3)	1,495		—
Total Fees	$	723,820	$	673,337


Comparative TSR Target			Percentage of LTIP Options Earned (Measured on an Annual Basis)
Less than 51st percentile of companies in S&P/ASX All Technology Index (excluding materials and energy companies)			0%
Greater than or equal to 51st percentile but less than the 90th percentile of companies in S&P/ASX All Technology Index (excluding materials and energy companies)			Pro rata between 1% and 100%
Greater than or equal to 90th percentile of companies in S&P/ASX All Technology Index (excluding materials and energy companies)			100%


	Option Awards						Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Charles Youakim	13,159	—	—	31.92	(1)	7/26/2029	—	—	52,632	(4)	1,080,009
Paul Paradis	13,159	—	—	31.92	(1)	7/26/2029	—	—	31,579	(4)	648,001
Karen Hartje	13,159	—	—	31.92	(1)	7/26/2029	—	—	21,053	(4)	432,008
	45,658	—	—	1.90	(2)	8/25/2028	—	—	—		—
	10,281	—	—	61.65	(3)	1/1/2030	—	—	—		—


Plan Category	Number of Securities Issuable Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Further Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders	607,677	(1)	$	62.01	(2)	400,621	(3)
Equity compensation plans not approved by security holders	None		N/A			None
Total	607,677		$	62.01		400,621


Nominating and Corporate Governance Committee (continued) Members: •Mike Cutter (Chair) •Paul Lahiff •Paul Purcell •Karen Webster			•Establishing objectives to promote the Company’s stated public benefits and support the operation of the Company in a responsible and sustainable manner consistent with its status as a public benefit corporation; •Adopting standards to measure the Company’s progress in promoting its stated public benefits; •At the appropriate time and subject to the Company’s size and operations, develop measurable objectives to achieve diversity in the composition of the Board, senior executives and workforce generally in accordance with the Company’s Diversity Policy; •Monitor, review, and report to the Board on the Company’s diversity performance, including disclosing the measurable objectives set for that period, and its satisfaction of any listing standards of NASDAQ; and •Review and make recommendations to the Board on remuneration levels by gender, as well as other facets of diversity in addition to gender, including different ages, ethnicities and backgrounds. The Nominating and Corporate Governance Committee is responsible for developing and recommending to our Board of Directors the desired and essential qualifications, expertise, and characteristics of members of the Board, including any specific qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for one or more of the members of the Board to possess. The Nominating and Corporate Governance Committee has developed a skills matrix to assist it in consideration of the appropriate balance of experience, skills and attributes required of a member of the Board and to be represented on the Board as a whole. The skills matrix was developed after considering the Company’s near and long-term strategies and is intended to identify skills and attributes that will assist the Board in exercising its oversight function. The skills matrix reflects the core director criteria that should be satisfied by each director or nominee and includes: •Experience in developing, implementing and delivering strategic business objectives; •Qualifications and/or proficiency in financial accounting; •Proven ability and understanding in the application of legal principles, including financial services law; •Ability to identify key risks in a wide range of areas including legal and compliance; •Knowledge and experience in the strategic use and governance of information management and information technology including digital strategies, disruption and innovation; •Ability to comprehend and communicate developments in the Company’s industry; •A broad range of commercial/business experience, preferably in the small to medium enterprise context; •Formal training in directorship or governance; and •Experience at an executive level, including the ability to oversee strategic human resource management and evaluate the performance of senior executives. The Committee first evaluates the current members of the Board of Directors willing to continue in service as well as the results of periodic Board and committee self-evaluations. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. The Committee considers diversity as a factor in its evaluation of director candidates. Our Board maintains a diversity policy applicable to all of our employees, executives and directors that establishes the responsibility to consider appropriate and measurable (as applicable) diversity objectives, to assess regularly the overall effectiveness of the objectives and to review annually the progress in achieving the diversity objectives. This policy does not intend to set specific diversity goals with respect to the composition of our Board, but provides a mechanism for our company to evaluate diversity more broadly. A copy of the Diversity Policy is available on the corporate governance section of our website at https://investors.sezzle.com/leadership-and-governance.


Nominating and Corporate Governance Committee (continued) Members: •Mike Cutter (Chair) •Paul Lahiff •Paul Purcell •Karen Webster			Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, our Certificate of Incorporation and our Bylaw; and the skills matrix approved by our Board of Directors regarding director qualifications. In recommending candidates for nomination, the Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, employees, stockholders, and other uses, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. In addition, the Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The Nominating and Corporate Governance Committee will consider recommendations by stockholders of candidates for election to the Board of Directors. Any stockholder who wishes that the Committee consider a candidate must follow the procedures set forth in our bylaws. Under our Bylaws, if a stockholder plans to nominate a person as a director at a meeting, the stockholder is required to place a proposed director’s name in nomination by written request delivered to or mailed and received at our principal executive offices not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which we first mailed proxy materials for the preceding year’s annual meeting. However, in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not less than 90 nor more than 120 calendar days prior to the date of such annual meeting, or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement is made. The Committee is not aware of any properly submitted nominees for director elections at the 2024 Annual Meeting.
Audit and Risk Committee Members: •Paul Lahiff (Chair) •Mike Cutter •Paul Purcell •Karen Webster			Our Audit and Risk Committee charter is available on our website at https://investors.sezzle.com/leadership-and-governance. The charter sets forth the oversight responsibilities of the committee which include, among other things: (i) assisting the Board of Directors in its oversight of (a) the integrity of the consolidated financial statements of the Company, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence, (d) the performance of the Company’s internal audit function and independent auditors, and (e) the Company’s internal control over financial reporting; (ii) deciding whether to appoint, retain or terminate the Company’s independent auditors and to pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors; and (iii) preparing the disclosure required by Item 407(d)(3)(i) of Regulation S-K and the report required by the SEC rules. Duties of the committee include: •Overseeing the preparation of disclosures required by applicable rules and regulations in the Company’s proxy and annual reports; •To the extent the committee deems necessary, engaging and overseeing any specialists to support its role and responsibilities; •Appointing, evaluating, overseeing, retaining, compensating, terminating, or changing the Company’s independent auditor; •Reviewing and discussing the Company’s annual, semi-annual, and quarterly financial statements, whether or not audited; •Reviewing and discussing any material issues regarding accounting principles and financial statement presentations, including significant changes in the Company’s selection or application of accounting principles; •Reviewing and discussing earnings press releases, along with any financial information and earnings guidance provided to analysts and rating agencies; •Reviewing with the independent auditor the audit, including discussing applicable audit standards and any challenges encountered in the course of the audit work; •Discussing with management and the auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s accounting practices;


Audit and Risk Committee (continued) Members: •Paul Lahiff (Chair) •Mike Cutter •Paul Purcell •Karen Webster			•Reviewing and discussing with management, internal audit staff, and the independent auditor, the adequacy of the Company’s internal controls; •Establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; •Reviewing, and, if appropriate, approving related party transactions; •Overseeing the Company’s ethics and compliance functions, including the Company’s Code of Conduct and other procedures established with regard to ethical behavior; •Conferring with the Company’s general counsel about legal matters that may have a material impact on the financial statements or the Company’s compliance; •Reviewing and discussing with management and the internal auditor, the Company’s procedures and practices designed to provide reasonable assurance that the Company’s books, records, accounts and internal accounting controls are established and maintained in compliance with the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and similar laws and regulations to which the Company is subject; •Overseeing the integrity of the Company’s information technology systems, processes, and data; •Reviewing and assess the adequacy of its charter and submitting any changes to the Board for approval; and •Performing, or participating in, as frequently as necessary or advisable, an evaluation of the performance of the committee, the results of which shall be presented to the Board of Directors. In connection with the Audit and Risk Committee’s responsibilities set forth in its charter, the Audit and Risk Committee has: •Reviewed and discussed the audited financial statements for the year ended December 31, 2023 with management and Baker Tilly US, LLP, the Company’s independent auditors; •Discussed with Baker Tilly US, LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC; and •Received the written disclosures and the letter from Baker Tilly US, LLP required by the applicable requirements of the PCAOB regarding Baker Tilly US, LLP’s communications with the Audit and Risk Committee concerning independence, and has discussed with Baker Tilly US, LLP its independence. The Audit and Risk Committee also considered, as it determined appropriate, tax matters and other areas of financial reporting and the audit process over which the Audit and Risk Committee has oversight. Based on the Audit and Risk Committee’s review and discussions described above, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. Our Board of Directors has determined that Mr. Lahiff is an “audit committee financial expert” within the meaning of the SEC regulations. Further, our Board of Directors has determined that each member of our audit and risk committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.


Name	Fees earned or paid in cash(1)		Stock awards(2)		Option awards(3)		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation(4)		Total
Mike Cutter	$	75,000	$	46,292	$	—	$	—	$	—	$	22,500	$	143,792
Paul Lahiff	105,000		46,292		—		—		—		22,500		173,792
Kathleen Pierce-Gilmore(5)	25,000		—		—		—		—		2,500		27,500
Paul Purcell	75,000		46,292		—		—		—		7,500		128,792
Karen Webster(6)	—		—		—		—		—		—		—


			Karen Hartje Chief Financial Officer
			Ms. Hartje has served as our Chief Financial Officer since April 2018. Ms. Hartje occupied finance and credit management roles at Bluestem Brands, a retail finance company that was a reboot of Fingerhut Direct Marketing and generated well over $1 billion in retail sales. Ms. Hartje was on the founding team of Bluestem Brands, where she led the finance department. During her tenure, she led financial planning and analysis, management of credit policies, and forecasting. Before Bluestem Brands, Ms. Hartje started her career with KPMG and has held senior leadership positions at US Bank and Lenders Trust. Ms. Hartje currently serves on Conn’s, Inc. Board of Directors and is Treasurer for the Saint Paul Figure Skating Club, Inc. Ms. Hartje has a Bachelor of Arts in accounting from the University of Minnesota and was a certified public accountant (expired).


			Amin Sabzivand Chief Operating Officer
			Mr. Sabzivand has been serving as our Chief Operating Officer at Sezzle since March 2023, overseeing engineering, product, risk, operations, and business analytics functions. He is responsible for defining and executing organizational strategies, objectives, and goals for Sezzle's operations in the United States and Canada. Prior to this role, Mr. Sabzivand was Senior Vice President of Product and Vice President/Head of Data, where he designed different payment and e-commerce solutions, and developed machine-learning algorithms for credit risk and fraud detection, along with designing various business analytics tools and key performance indicator reports. Mr. Sabzivand holds two Master's degrees in Financial Mathematics and Engineering Management from the University of Minnesota. Before joining Sezzle, he held roles within the Mathematics department at the University of Minnesota.


Name and principal position	Year	Salary		Bonus		Stock awards(1)(2)		Option awards		Nonequity incentive plan compensation(3)		All other compensation(4)		Total ($)
Charles Youakim, Executive Chairman and Chief Executive Officer	2023	$	514,423	$	—	$	1,168,691	$	—	$	260,000	$	325	$	1,943,439
	2022	250,000		—		—		—		—		56,687		306,687
Paul Paradis, Executive Director and President	2023	351,923		—		719,739		—		140,000		13,135		1,224,797
	2022	266,347		—		—		—		—		5,990		272,337
Karen Hartje, Chief Financial Officer	2023	327,884		—		577,412		—		85,000		20,018		1,010,314
	2022	266,347		—		—		—		—		16,670		283,017


Name of Beneficial Owner	Number of Shares of Common Stock	Percentage of Common Stock
Directors and Executive Officers
Michael Cutter(1)	9,211	*
Karen Hartje(2)	81,985	1.43	%
Paul Lahiff(3)	9,212	*
Paul Paradis(4)	277,795	4.89	%
Paul Purcell(5)	464,717	8.21	%
Charles Youakim(6)	2,484,051	43.76	%
All directors and executive officers	3,326,971	57.65	%


When is the Annual Meeting?

The Annual Meeting of Stockholders of the Company will be held virtually on Thursday, June 13, 2024 at 5:00 p.m., U.S. Eastern Time.


How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MFH4YSX. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 5:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.


Why are you holding a virtual meeting instead of a physical meeting?

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.


What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call Local 1-888-724-2416 or International +1 781-575-2748.


How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Sezzle holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., US Eastern Time, on June 10, 2024. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com By mail: Computershare COMPANY Legal Proxy P.O. Box 43001 Providence, RI 02940-3001


What is the purpose of the Annual Meeting?

At the Annual Meeting of Stockholders, you are invited to vote on the following Items: ITEM 1.Re-Election of Michael Cutter ITEM 2.Re-Election of Paul Alan Lahiff ITEM 3.Re-Election of Paul Victor Paradis ITEM 4.Re-Election of Paul Purcell ITEM 5.Election of Karen L. Webster ITEM 6.Re-Election of Charles Youakim ITEM 7.Ratification of Independent Accounting Firm Selection A detailed explanation of each proposed Item, including the proposed text of the applicable resolution and reasons for why approval is being sought by the Company, are contained in the proxy statement.


How many shares must be present to hold the Annual Meeting?

In accordance with the By-laws and Certificate of Incorporation, the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote must be present at the Meeting in order to hold the Meeting and conduct business. Shares are counted as present at the Meeting if you are a Stockholder of Record and either: a.you are present and vote in person at the meeting; or b.you have properly and timely submitted your proxy as prescribed in the Proxy Form.


Who is entitled to vote at the Annual Meeting?

If you were a Stockholder, either as a Stockholder of Record or as the beneficial owner of Common Stock, at 5:00 pm on April 15, 2024 US Eastern Time (the "Record Date"), you are invited to attend the Annual Meeting and may vote your Shares at the Meeting. As of the Record Date, there were 5,663,614 shares of Common Stock outstanding, all of which were entitled to vote with respect to the items of business at the Meeting. Each holder of Common Stock has one vote for each Common Stock held at the Record Date.


How do I vote my Common Stock?

If you are a Stockholder of Record, there are three ways to vote: (a)by completing, signing and returning the Proxy Form in accordance with its instructions; (b)in person via the webcast at the Meeting; or (c)online in accordance with the instructions on the Proxy Form. Valid proxies must be received by the Share Registry no later than 8:30pm (US Eastern Time) on Monday, June 10, 2024. If you hold your Common Stock as a Street Name Holder, you must vote your Common Stock in the manner prescribed by your broker, bank, or other holder of record, which is similar to the voting procedures for Stockholders of Record. You will receive a voting instruction form to use in directing the broker, bank, or other holder of record how to vote your Common Stock.


Who will count the votes?

Representatives of our transfer agent, Computershare, will tabulate the votes and act as inspectors of election.


What are the voting requirements and what are the Board's recommendations?

The following table details the voting requirements for each proposal being voted on at the Annual Meeting of Stockholders and the Board's recommendations:


Can I change my vote after submitting my proxy?

If you are a Stockholder of Record, you may change your vote at any time before the proxy is voted at the Meeting by: (a)submitting a later-dated proxy online before commencement of the Meeting; (b)sending a written notice of revocation to the Company, which must be received in a timely matter; or (c)by attending the virtual Annual Meeting and voting online. Attendance at the virtual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or cast your vote online at the Meeting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record and following its instructions for how to do so. All shares for which proxies have been properly submitted and not revoked will be voted at the Annual Meeting.

SEC Form DEF 14A filed by Sezzle Inc.