Whitney Wolfe Herd
BumbleAbout Whitney Wolfe Herd
Founder of Bumble app; current CEO (resumed March 17, 2025) and director; prior Executive Chair (Jan 2024–Mar 2025) and CEO (Jan 2020–Jan 2024). Age 35; B.A. in International Studies from SMU; other affiliations include the board of Imagine Entertainment and SMU’s Dedman College Executive Board . 2024 performance context: Revenue $1,071.6 million, Adjusted EBITDA margin 28.4%, Net loss $(768.4) million; cumulative TSR (value of initial $100) at year-end 2024 was $11.58 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bumble Inc. | Chief Executive Officer | Jan 2020–Jan 2024; Mar 17, 2025–present | Founder-led product focus; leadership transitions managed; resumed CEO role to drive product/brand revival . |
| Bumble Inc. | Executive Chair | Jan 2024–Mar 2025 | Oversaw strategy and governance during CEO transition . |
| Tinder | Co‑founder; VP Marketing | May 2012–Apr 2014 | Drove early growth/brand; consumer app marketing expertise . |
| Bumble app | Founder | 2014–present | Built a leading dating/social connection platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Imagine Entertainment | Director | Current | Board service; media/entertainment insights . |
| SMU Dedman College | Executive Board | Current | Academic/external network role . |
Fixed Compensation
- 2024 (Executive Chair): Base salary $650,000; target bonus $450,000 (fixed dollar, ~69% of salary); actual STI payout $187,740 (41.70% of target) .
- 2025 (as CEO): Base salary remains $650,000; target bonus reset to 100% of salary per 2025 letter agreement .
2024 Short-Term Incentive (STI) Payout
| Item | Value |
|---|---|
| Target bonus | $450,000 |
| Corporate performance component (80% weight) | 21.7% of target |
| Individual performance component (20% weight) | 100% of target |
| Total payout (% of target) | 41.70% |
| Total payout ($) | $187,740 |
Performance Compensation
2024 STI scorecard and outcomes
| Metric (weight) | Threshold | Target | Max | Actual | Payout as % of target for metric |
|---|---|---|---|---|---|
| Revenue (30%) | $1,103M | $1,174M | $1,244M | $1,072M | 0.0% |
| Adjusted EBITDA Margin (20%) | 29.2% | 30.0% | 30.8% | 28.4% | 0.0% |
| Total Paying Users (30%) | 4,034K | 4,291K | 4,549K | 4,149K | 72.4% |
| Individual performance (20%) | — | — | — | — | Determined per OKRs; Whitney at 100% |
Notes: STI metrics and weights (Revenue 30%, Adj. EBITDA Margin 20%, Total Paying Users 30%, Individual 20%) .
2024 Long-Term Incentive (LTI) grants (Whitney Wolfe Herd)
| Instrument | Grant date | Quantity | Intended grant value | Exercise price | Expiry | Vesting schedule |
|---|---|---|---|---|---|---|
| Stock options | May 28, 2024 | 360,855 | $2,500,000 | $11.56 | May 28, 2034 | 25% on Mar 10, 2025; remaining 75% quarterly through Mar 10, 2028 . |
| RSUs | May 28, 2024 | 223,424 | $2,500,000 | — | — | 25% on Mar 10, 2025; remaining 75% quarterly through Mar 10, 2028 . |
Program notes: Executive LTI mix is options and RSUs; all long‑term awards are denominated and settled in equity; no repricing without shareholder approval; clawback policy compliant with Dodd‑Frank adopted Oct 2023 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 926,709 (<1%) as of Apr 7, 2025 (includes direct, options/RSUs within 60 days, and certain family/foundation holdings) . |
| Common Units beneficially owned | 22,230,911 (14.9%) via Beehive Holdings III, LP, as of Apr 7, 2025 . |
| Combined voting power | 26.7% (Principal Stockholder “high vote” rights apply until the High Vote Termination Date) . |
| Hedging/pledging | Prohibited for directors/executives; no hedging/pledging by NEOs in 2024 . |
| Insider trading controls | Pre‑clearance required; trading during windows; 10b5‑1 plans permitted with pre‑clearance . |
Insider selling pressure indicators: 25% of 2024 RSUs/options scheduled to vest Mar 10, 2025; remaining vest quarterly through Mar 10, 2028—potential periodic supply near vest dates; pre‑clearance and window policies apply .
Outstanding Awards Detail (as of Dec 31, 2024)
| Award | Exercisable | Unexercisable | Strike | Expiry | Unvested shares/units | Noted value metric |
|---|---|---|---|---|---|---|
| Options (2024 grant) | — | 360,855 | $11.56 | 5/28/2034 | — | — . |
| Options (2023 grant) | 94,888 | 122,001 | $19.68 | 3/14/2033 | — | — . |
| RSUs (2024 grant) | — | — | — | — | 223,424 | $1,818,671 market value at 12/31/24 . |
| RSUs (2023 grant) | — | — | — | — | 93,347 | $759,845 market value at 12/31/24 . |
| Incentive Units (Exit‑vesting) | — | — | — | — | 458,448 | Vesting tied to Blackstone cash multiple/IRR thresholds . |
| Incentive Units (Time‑vesting) | — | — | — | — | 707,319 | Time‑based vesting over five years (20% annually) . |
Exit‑vesting thresholds: one‑third at 2.5x MOIC and 17.5% IRR to Blackstone; one‑third at 3.0x and 17.5%; one‑third at 3.5x and 17.5% (for Whitney, marketable securities can count) .
Employment Terms
- Agreement/letters: Original CEO agreement (Jan 29, 2020) with updates (Dec 29, 2023 Executive Chair letter; Feb 28, 2025 CEO letter) .
- Severance (termination without cause or for good reason): 12 months’ base salary; target bonus for year of termination; up to 12 months COBRA at active rates; release required; pro‑rata bonus on death/disability .
- Change in control: Legacy single‑trigger for certain Incentive Units (full acceleration of Time‑Vesting Incentive Units upon a change in control); other equity generally accelerates on a double‑trigger (termination without cause or for good reason within CIC protection period) .
- Non‑compete/non‑solicit: Effective during employment and for two years post‑termination (Whitney) .
Estimated payments if terminated on 12/31/24:
- Termination without cause/for good reason: Salary $650,000; Bonus $450,000; Equity acceleration $0; COBRA $13,471; Total $1,113,471 (equity had no in‑the‑money value at measurement) .
- CIC + termination: Salary $650,000; Bonus $450,000; Equity acceleration $2,578,516; COBRA $13,471; Total $3,691,987 .
- CIC (single‑trigger Incentive Units): Full acceleration of Time‑Vesting Incentive Units; dollar value shown as $0 at 12/31/24 due to valuation basis .
Clawback: Dodd‑Frank Rule 10D‑1 compliant policy adopted Oct 2023; applies to current/former officers for incentive pay tied to financial metrics upon restatement .
Board Governance and Director Service
- Director since Jan 2020; Class III director (term expires 2027); no board committees .
- Leadership structure: Ann Mather (independent) serves as Chair; Whitney is CEO and director (CEO and Chair roles separated) .
- Independence: Board determined independence for nine named directors; executives are not included in the independent list .
- Executive sessions: Non‑management directors held four executive sessions in 2024; independent (non‑Sponsor‑affiliated) directors held three .
- Controlled company: Principal Stockholders (affiliates of Whitney Wolfe Herd and Blackstone) held ~91.4% combined voting power as of Apr 7, 2025; Company is a Nasdaq “controlled company” (not currently relying on exemptions) .
- High‑vote rights: Principal Stockholders may elect 10 votes per share/Class B voting formula until a specified termination date; Whitney and Blackstone indicated intent to vote for management proposals, assuring passage given voting power .
Director compensation: Executives (Whitney; 2024 CEO) do not receive director pay; non‑employee director compensation detailed separately .
Director/Executive Compensation Governance
- Compensation Committee: Elisa A. Steele (Chair), Jonathan C. Korngold, Pamela A. Thomas‑Graham; all independent .
- Independent consultant: Semler Brossy; independence assessed; services include market data, pay‑for‑performance analysis, plan design .
- Peer group (18 companies) used for market context (consumer tech/software): Angi, BlackLine, Box, Datadog, Dropbox, Elastic, Etsy, Five9, fuboTV, GoodRX, HashiCorp, Match Group, Pinterest, Shutterstock, Smartsheet, Stitch Fix, Udemy, Zscaler .
- Say‑on‑Pay: 2024 shareholder approval 96%; annual advisory vote policy continues .
Compensation Structure Analysis
- Mix and risk: Majority at‑risk with STI and LTI; no tax gross‑ups; no dividends on unvested awards; hedging/pledging prohibited; no option repricing without shareholder approval .
- STI rigor: 2024 revenue and margin fell below thresholds (0% payout for those metrics), while Total Paying Users met between threshold and target; individual component paid at 100%—aggregate payout at 41.7% of target .
- Grant timing/policies: Equity Grant Policy governs timing; Section 16 Subcommittee approvals; grants made during open windows; 10-year option terms .
Related‑Party Transactions and Other Governance Factors
- TRA obligations: Bumble pays 85% of realized tax benefits to pre‑IPO owners (incl. Founder/Sponsor); payments were ~$23.1M in 2024 and ~$16.0M in Q1 2025; estimated early termination payment (undiscounted, as of 12/31/24) ~$775.4M; potential liquidity impact if payments exceed realized benefits .
- Sponsor repurchase: In Mar 2024, Company repurchased $50.0M of equity from Sponsor affiliates at $11.0968 per share/unit via a special committee .
- Portfolio company dealings: 2024 expenses to Blackstone‑affiliated portfolio companies—Liftoff Mobile ($5.7M marketing) and TaskUs ($7.1M moderator services); ~$1.1M advertising revenues recognized with Liftoff; related‑party policy in place .
- Founder approval rights: Certain partnership actions require Founder approval while ownership thresholds are met .
Performance & Track Record
| Year | Total Stockholder Return (value of $100) | Net income ($M) | Revenue ($M) |
|---|---|---|---|
| 2021 | $48.16 | 281.7 | 760.9 |
| 2022 | $29.94 | (114.1) | 903.5 |
| 2023 | $20.96 | (1.9) | 1,051.8 |
| 2024 | $11.58 | (768.4) | 1,071.6 |
Adjusted EBITDA margin in 2024 was 28.4% (with significant non‑cash impairments driving net loss) .
Director Service, Committees, and Independence Snapshot
- Committees: Whitney serves on no committees; Compensation, Audit & Risk, and Nominating & Corporate Governance comprise independent directors .
- Meeting cadence/attendance: Board (5 meetings), Audit & Risk (6), Compensation (4), Nominating & Governance (2) in 2024; all directors met ≥75% attendance .
Investment Implications
- Alignment and control: Founder ownership (14.9% Common Units; 26.7% voting power) and high‑vote structure tightly align strategic control with Whitney and Sponsor; mitigated by independent Chair and independent committees but still a “controlled company” governance profile .
- Pay‑for‑performance signal: 2024 STI paid 41.7% of target with zero payout for revenue and margin metrics—evidence of downside sensitivity; 2025 CEO target bonus increased to 100% of salary, maintaining at‑risk emphasis .
- Vesting/flow dynamics: 2024 equity awards front‑load 25% vest on Mar 10, 2025 with quarterly vesting through 2028; monitor trading plans/10b5‑1 activity and quarterly vest dates for potential supply overhang .
- TRA/capital allocation overhang: Ongoing and potentially large TRA payments (and early termination exposure) are a structural cash claim benefiting pre‑IPO holders (including Founder/Sponsor), which may influence capital return flexibility and is relevant to governance risk assessment .
- Strategy/execution: Founder’s return as CEO emphasizes product and safety innovation; 2024 results missed STI thresholds on revenue and margin, highlighting execution risk against financial targets while user metrics partially delivered .