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.[    ])

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NERDWALLET, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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

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:

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

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.

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.

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

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.

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

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.

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

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

Board Diversity Matrix (as of April 13, 2023)

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.

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

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.

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.

Our ESG strategy is founded on three pillars:

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.

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.

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

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:

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

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

Recommendation

Director Background and Qualifications

Director Nominees

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:

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.”

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.

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.

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

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:

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:

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

Audit Committee

Compensation Committee

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.

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:

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.

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:

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

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.

(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.

(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.

Executive Officers

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

Other Senior Management

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

Named Executive Officer Compensation Tables

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

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.

(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) 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.

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.

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.

(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.