🧾 What This Document Is

This is ThredUp's 2026 Proxy Statement (officially a "DEF 14A"). It's an invitation and instruction manual for shareholders ahead of the company's annual meeting. Think of it as the rulebook for the meeting where owners get to vote on key company matters. The big takeaway: Your vote counts on choosing directors and the company's accountant.

📅 The Meeting Details

ThredUp is holding its 2026 Annual Meeting of Stockholders.

Date & Time: May 20, 2026, at 12:30 p.m. Pacific Time.
Format: It's a virtual-only meeting via live audio webcast.
How to Join: You'll go to www.virtualshareholdermeeting.com/TDUP2026. You'll need your 16-digit control number to attend, vote, and ask questions.
Who Can Vote: You must have been a ThredUp shareholder by the end of the day on March 27, 2026 (the "Record Date").

🗳️ What You're Voting On

Shareholders will vote on two main proposals:

Proposal 1: Elect Three Directors. You're voting to elect James Reinhart, Dan Nova, and Kelly Bodnar Battles to a three-year term.
Proposal 2: Ratify the Auditor. You're voting to approve the appointment of Deloitte & Touche LLP as the company's independent accounting firm for 2026.

👉 Why it matters: Electing directors shapes who oversees the company. Approving the auditor is a standard check to ensure the company's financials are trustworthy.

🗳️ How the Voting Works

Your Vote's Weight: ThredUp has two classes of stock. Class A shares get 1 vote each, Class B shares get 10 votes each. They vote together as one group.
Voting Methods: You can vote:
- Online: At www.proxyvote.com anytime before 11:59 p.m. ET on May 19, 2026.
- By Phone: Call 1-800-690-6903 before the same deadline.
- By Mail: If you got a paper ballot, mail it in so it arrives before the meeting.
- During the Meeting: Live online using your control number.
Board Recommendations: Your management is asking you to vote "FOR" both proposals.
Quorum Needed: For the meeting to be valid, a majority of the voting power of all shares must be present (in person or by proxy).

🏢 Who Runs the Company

Executive Officers (The C-Suite):

James Reinhart (Age 47): Chief Executive Officer, Co-Founder & Director.
Christopher Homer (Age 42): Chief Operating Officer & Co-Founder.
Sean Sobers (Age 56): Chief Financial Officer.

Board of Directors (The Overseers): The Board is divided into classes. The three nominees (Reinhart, Nova, Battles) are Class II directors. The document details their backgrounds and confirms that all directors, except CEO James Reinhart, are considered independent.

👉 Why it matters: The separation of the CEO and Board Chairperson roles (Patricia Nakache is Chair) is meant to provide strong independent oversight of management.

💼 Executive Pay: The Big Picture

The document details how ThredUp pays its top executives, focusing on long-term incentives.

Salary: Fixed annual cash pay.
Bonuses: In 2024, executives got discretionary cash bonuses. In 2025, the company shifted to a performance-based cash bonus plan tied to hitting Net Revenue and Adjusted EBITDA targets.
Stock Awards: The largest part of pay. Executives get Restricted Stock Units (RSUs) that vest over time (usually 3 years), aligning their interests with shareholders' long-term success.

2025 Pay Examples:

CEO James Reinhart: Total Comp ~ $3.45 million. This included a $914,667 salary, $735,000 performance bonus, and $1.8 million in stock awards.
COO Christopher Homer: Total Comp ~ $1.56 million.
CFO Sean Sobers: Total Comp ~ $1.24 million.

👥 Board & Governance: How Decisions Get Made

ThredUp's governance has some distinct features:

Dual-Class Stock: Class B shares (mostly held by founders) have 10x the voting power of Class A shares. This gives founders significant control.
LTSE Listing: In addition to Nasdaq, ThredUp is listed on the Long-Term Stock Exchange, which emphasizes long-term thinking and stakeholder engagement.
Committees: The Board has three key committees:
- Audit Committee: Oversees financial reporting and the auditor. (Members: Battles, Friedman, Paransky)
- Compensation Committee: Sets pay for executives and directors. (Members: Haley, Nova, Ginsberg, Rushing)
- Nominating & ESG Committee: Handles director nominations and ESG oversight. (Members: Nakache, Ginsberg)

🌍 ESG & Sustainability: The Company's Impact

ThredUp is built on resale, so its core business has an environmental mission.

Environmental: Its marketplace extends clothing life, fighting fashion waste. Its Resale-as-a-Service (RaaS) helps brands join the circular economy.
Social: Focuses on employee diversity, benefits (like a 401k and sabbatical program), and culture.
Governance: Has a Code of Conduct, whistleblower program, and detailed cybersecurity and privacy programs. The Nominating and ESG Committee has formal oversight of these matters.

🔮 What's Next & Why It Matters

The annual meeting is a formality, but it's a key moment for shareholder voice. The director election shapes future strategy and oversight. The auditor ratification is a routine but important check on financial integrity.

This proxy reveals a company in transition: moving toward more performance-based pay, emphasizing its ESG story, and operating under a founder-controlled but independently overseen structure. All eyes will be on whether the new bonus plan drives the financial results shareholders want to see.

🧠 The Analogy

Think of this proxy statement as ThredUp's annual "shareholder playbook." It tells you, the team owner (shareholder), when and where the big game (annual meeting) is, who's running the plays (the directors and executives), what the rules are (voting procedures), and how the coaches get paid (compensation). It’s your guide to understanding the team's structure and priorities for the season ahead.

🧩 Final Takeaway

This document is your roadmap for ThredUp's 2026 shareholder meeting. The key actions are voting "FOR" the director nominees and auditor Deloitte & Touche. It also shows a company with founder control, a new performance-based pay plan for executives, and a deep commitment to its sustainability mission. Your vote is your voice in shaping its oversight.

ThredUp Inc. — DEF 14A Filing