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2: EX-21.1 Subsidiaries List HTML 30K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 56K Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
13: R1 Cover Page HTML 102K
14: R2 Audit Information HTML 36K
15: R3 Consolidated Balance Sheets HTML 137K
16: R4 Consolidated Balance Sheets (Parenthetical) HTML 53K
17: R5 Consolidated Statements of Operations HTML 105K
18: R6 Consolidated Statements of Operations HTML 44K
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20: R8 Consolidated Statements of Stockholders? Equity HTML 125K
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23: R11 Summary of Significant Accounting Policies HTML 137K
24: R12 Acquisitions HTML 57K
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26: R14 Goodwill and Intangible Assets, Net HTML 63K
27: R15 Supplemental Financial Statement Information HTML 178K
28: R16 Fair Value Measurements HTML 129K
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30: R18 Commitment and Contingencies HTML 66K
31: R19 Debt HTML 99K
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33: R21 Income Taxes HTML 111K
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35: R23 Related Party Transactions HTML 35K
36: R24 401(k) Plan HTML 36K
37: R25 Restructuring HTML 95K
38: R26 Variable Interest Entities HTML 36K
39: R27 Pay vs Performance Disclosure HTML 43K
40: R28 Insider Trading Arrangements HTML 47K
41: R29 Summary of Significant Accounting Policies HTML 197K
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42: R30 Summary of Significant Accounting Policies HTML 52K
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44: R32 Goodwill and Intangible Assets, Net (Tables) HTML 70K
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47: R35 Leases (Tables) HTML 116K
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51: R39 Income Taxes (Tables) HTML 114K
52: R40 Net Loss Per Share (Tables) HTML 55K
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54: R42 Summary of Significant Accounting Policies - HTML 136K
Additional Information (Details)
55: R43 Summary of Significant Accounting Policies - HTML 46K
Schedule of Revenues (Details)
56: R44 Summary of Significant Accounting Policies - HTML 39K
Schedule of Accounts receivable, Allowance for
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57: R45 Acquisitions - Additional Information (Details) HTML 64K
58: R46 Acquisitions - Schedule of Assets Acquired and HTML 74K
Liabilities Assumed (Details)
59: R47 Acquisitions - Fair Value and Useful Lives of HTML 51K
Identified Intangible Assets Acquired (Details)
60: R48 Divestitures (Details) HTML 50K
61: R49 Goodwill and Intangible Assets, Net - Schedule of HTML 39K
Changes in Carrying Amount of Goodwill (Details)
62: R50 Goodwill and Intangible Assets, Net - Intangible HTML 46K
Assets, Net by Major Class (Details)
63: R51 Goodwill and Intangible Assets, Net - Additional HTML 33K
Information (Details)
64: R52 Goodwill and Intangible Assets, Net - Future HTML 46K
Amortization of Intangible Assets (Details)
65: R53 Supplemental Financial Statement Information - HTML 98K
Summary of Cash Equivalents and Short-Term
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66: R54 Supplemental Financial Statement Information - HTML 104K
Additional Information (Details)
67: R55 Supplemental Financial Statement Information - HTML 46K
Schedule of AFS Debt Securities (Details)
68: R56 Supplemental Financial Statement Information - HTML 56K
Property and Equipment, Net (Details)
69: R57 Supplemental Financial Statement Information - HTML 46K
Accrued and Other Current Liabilities (Details)
70: R58 Supplemental Financial Statement Information - HTML 50K
Summary of Rollforward of Insurance Reserve
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71: R59 Supplemental Financial Statement Information - HTML 53K
Schedule of Other Income, Net (Details)
72: R60 Fair Value Measurements - Summary of Financial HTML 138K
Instruments Measured at Fair Value on Recurring
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73: R61 Fair Value Measurements - Summary of HTML 45K
Reconciliation of Level 3 Financial Liabilities
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74: R62 Fair Value Measurements - Additional Information HTML 42K
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Assets Measured at Fair Value on a Non-recurring
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91: R79 Debt - Vehicle Procurement Agreement (Details) HTML 46K
92: R80 Debt - Revolving Credit Facility & Other HTML 91K
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96: R84 Common Stock and Employee Stock Plans - Schedule HTML 62K
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104: R92 Net Loss Per Share - Computation of Basic and HTML 60K
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Shares of Common Stock Equivalents Excluded from
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107: R95 Restructuring - Schedule of Restructuring Related HTML 113K
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110: XML IDEA XML File -- Filing Summary XML 206K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Lyft, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”), having previously adopted
an Executive Compensation Clawback Policy effective as of March 12, 2019, hereby amends and restates the Policy, effective as of October 2, 2023 (the “Effective Date”). This Policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the recovery of certain executive compensation in the event of an Accounting Restatement. The capitalized terms in this Policy are defined below.
The application of the Policy to Executive Officers is not discretionary and applies without regard to whether an Executive Officer was at fault, except to the limited extent provided below.
Persons
Covered by the Policy
This Policy is binding and enforceable against all Executive Officers.
Administration of the Policy
The Board and the Board’s Compensation Committee each have full authority to administer this Policy. The Board and Compensation Committee (together referred to herein as the “Committee” unless the context clearly requires otherwise) each are authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. The Board, in its discretion, may authorize another committee of independent members of the Board to administer the Policy, in which case all references herein to the Committee shall be deemed to include such
other committee of independent directors, unless the context clearly requires otherwise. All determinations of the Committee and any other administrator of the Policy will be final and binding on all interested persons and will be given the maximum deference permitted by law.
Compensation Covered by the Policy
This Policy applies to all Incentive-Based Compensation that is Received on or after October 2, 2023, by a person (a) after such individual became an Executive Officer, (b) who was an Executive Officer at any time during the applicable performance period for that Incentive-Based Compensation, and (c) during the Covered Period (“Clawback Eligible Incentive-Based Compensation”).
Events
Requiring Application of the Policy
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”); AND
Exhibit
97.1
any Executive Officer has Received Clawback Eligible Incentive-Based Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had such Incentive-Based Compensation been determined based on the restated amounts, computed without regard to any taxes paid (such compensation, the “Excess Compensation” (which the Nasdaq listing standards describe as erroneously awarded incentive-based compensation);
then, the Company will recover reasonably promptly the amount of such Excess Compensation in compliance with this Policy unless an exception applies under this Policy.
Determining
Excess Compensation for Certain Incentive-Based Compensation
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not subject to mathematical recalculation directly from the information in an Accounting Restatement:
•The amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and
•The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
Exceptions
to the Policy
The Company must recover the Excess Compensation in accordance with this Policy except to the limited extent that the conditions set forth below are met, and the Committee has made a determination that recovery of the Excess Compensation would be impracticable:
A.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before reaching this conclusion, the Company must make a reasonable attempt to recover such Excess Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or
B.Recovery would violate
home country law where that law was adopted prior to November 28, 2022. Before reaching this conclusion, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or
C.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Defined
Terms in this Policy
The capitalized terms in this Policy have the following meaning, unless clearly required otherwise by the context.
“Accounting Restatement” is defined in the “Events Requiring Application of the Policy” section of this Policy.
2
Exhibit 97.1
“Accounting Restatement Determination Date” means the earliest to occur of:
A.The date the Board, a committee of the Board, or one or more of the officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and
B.The date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Covered Period” means the three completed fiscal years immediately preceding the Accounting Restatement Determination Date, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following
those three completed fiscal years in accordance with Rule 10D-1 under the Exchange Act. The Company’s obligation to recover Excess Compensation (as defined below) is not dependent on if or when the restated financial statements are filed.
“Excess Compensation” is defined in the “Events Requiring Application of the Policy” section of this Policy.
“Executive Officer” means each individual who either (a) at the time of determination is designated as an “officer” of the Company in accordance with Exchange Act Rule 16a-1(f), or (b) at any time prior to the time of determination was designated as an “officer”
of the Company in accordance with Exchange Act Rule 16a-1(f). The Committee may (in its discretion) require an Executive Officer to sign an acknowledgement that the Executive Officer agrees to comply with the Policy, but this Policy will be enforceable against each Executive Officer regardless of whether an acknowledgement was signed by the Executive Officer.
“Exchange” means the Nasdaq Stock Market, the trading platform on which the securities of the Company primarily are listed.
“Exchange Act” means the Securities Exchange Act of 1934, as amended and any valid regulation or applicable guidance of
general applicability thereunder.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
The
following items of compensation are not Incentive-Based Compensation under the Policy: salaries, bonuses paid solely at the discretion of the Committee or the Board that are not paid from a bonus pool that is determined by satisfying a Financial Reporting Measure, bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period, non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures, and equity awards for which the grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period (e.g., time-based vesting equity awards) and/or attaining one or more non-Financial Reporting Measures.
3
Exhibit 97.1
“Policy”
means this Executive Compensation Clawback Policy (a compensation “clawback” policy), as it may be amended from time to time.
“Received” means that the Financial Reporting Measure specified for earning an Incentive-Based Compensation award is attained in the relevant Company fiscal period, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that fiscal period. As described above in Compensation Covered by the Policy, Incentive-Based Compensation that is Received before the Effective Date is not subject to this amended and restated Policy, although such Incentive-Based Compensation may be subject to recoupment as provided in the Company’s Executive Compensation Clawback Policy adopted effective as of March
12, 2019 (that is, the Policy as in effect prior to this amendment and restatement).
Repayment of Excess Compensation
The Company will seek recovery of any Excess Compensation reasonably promptly and any affected Executive Officer is required to repay such Excess Compensation. Subject to applicable law, the Company may recover such Excess Compensation by requiring the Executive Officer to repay such amount to the Company by direct payment to the
Company or such other means or combination of means as the Committee determines to be appropriate (which determinations need not be identical as to each Executive Officer), including but not limited to (a) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (b) offsetting the amount to be recovered from any compensation otherwise owed by the Company to the Executive Officer, whether earned before or after the date of the foregoing determination and whether earned pursuant to employment or under a severance, consulting or other post-employment agreement or arrangement; (c) cancelling outstanding vested or unvested equity awards; (d) requiring reimbursement of previously-paid cash Incentive-Based Compensation; and/or
(e) taking any other remedial and
recovery action permitted by law, as determined by the Committee, in each case, notwithstanding any Executive Officer’s belief (whether legitimate or reasonably or not) that the Excess Compensation had been previously earned under applicable law and therefore not subject to recoupment. This Policy does not preclude the Company from taking any other action to enforce an Executive Officer’s obligations to the Company or to discipline an Executive Officer, including (without limitation) termination of employment, institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities or change in role.
This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley
Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and any other applicable regulatory requirements.
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s Bylaws), any corporate policy or any contract (including, but not limited to, any indemnification agreement), the Company will not indemnify
any Executive Officer or former Executive Officer against any loss of Excess Compensation. The Company will not pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations. In the event the Company is required to recover Excess Compensation from a former Executive Officer pursuant to this Policy, the Company will be entitled to seek such recovery in order to comply with applicable law, regardless of the terms of any release of claims or separation agreement the former Executive Officer may have signed.
This Policy is intended to comply with Section 10D of the Exchange Act, Rule 10D-1 under the Exchange Act, and with the listing
standards of the Exchange. This Policy will be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Rule 10D-1 under the Exchange Act and with the listing standards of the Exchange, including (but not limited to) any interpretive guidance provided by the Exchange.
4
Exhibit 97.1
Other Important Information
The Board or Compensation Committee may amend and/or terminate this Policy from time to time. Unless otherwise determined by the Board or Compensation Committee, this Policy will terminate upon the
Company ceasing to be a listed issuer within the meaning of Section 10D of the Exchange Act.
If any provision of this Policy or the application of any such provision to any Executive Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
5
Exhibit 97.1
ACKNOWLEDGEMENT
•I
acknowledge that I have received, read and understand the Lyft, Inc. (the “Company”) Executive Compensation Clawback Policy, as amended and restated effective October 2, 2023 (the “Policy”).
•I agree that the Policy applies to me, and is binding on all of my beneficiaries, heirs, executors, administrators or other legal representatives, and that the Company’s right to recovery in order to comply with applicable law will apply, regardless of the terms of any release of claims or separation agreement I have signed or will sign in the future.
•I agree to be bound by and to comply with the Policy and understand that
determinations of the Committee (as such term is used in the Policy) will be final and binding and will be given the maximum deference permitted by law.
•I agree that my current indemnification rights, whether in an individual agreement or the Company’s organizational documents, exclude the right to be indemnified for amounts required to be recovered under the Policy.
•I agree that my failure to comply in all respects with the Policy is a basis for termination of my employment with the Company and any affiliate of the Company as well as any other appropriate discipline.
•I
understand that neither the Policy, nor the application of the Policy to me, provides a basis for resignation for good reason, constructive termination or any similar concept under any applicable employment agreement or arrangement.
•I understand that if I have questions concerning the meaning or application of the Policy, it is my responsibility to seek guidance from the Chief People Officer or her designee.
•I agree that neither this Acknowledgement nor the Policy is meant to constitute an employment contract.
Agreed and accepted:
Executive
(print
name)
(signature)
(date)
6
Dates Referenced Herein and Documents Incorporated by Reference
