Jonah Peretti - Chief Executive Officer | BuzzFeed (BZFD) Executive Profile & Compensation

About Jonah Peretti

Founder, CEO, and Chairman of BuzzFeed, Inc.; age 51; director since December 2021 and BuzzFeed’s founding CEO since 2006. Prior to BuzzFeed, he co-founded TheHuffingtonPost.com and served in management until its sale to AOL in 2011; education includes an M.S. from MIT Media Lab and a B.S. from UC Santa Cruz . BuzzFeed operates with dual-class stock; Peretti holds significant voting control through Class B shares and proxies, reflecting high alignment and influence . Company performance over the past two fiscal years shows declining revenue but improved EBITDA losses, while the board reduced Peretti’s cash salary and shifted compensation toward options to increase pay-for-performance alignment .

Metric	FY 2023	FY 2024
Revenue ($USD)	$230,441,000*	$189,887,000*
EBITDA ($USD)	$(28,588,000)*	$(13,189,000)*

Values retrieved from S&P Global.*

Past Roles

Organization	Role	Years	Strategic Impact
BuzzFeed (Legacy + post-SPAC)	Founder, CEO, Director	2006–present	Built digital media platform; continuity and strategic vision .
TheHuffingtonPost.com	Co-founder; management roles	Through 2011	Scaled digital publisher; exited via sale to AOL .

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No public company board service beyond BuzzFeed disclosed in the proxy .

Fixed Compensation

Component	FY 2023	FY 2024
Base Salary ($)	$325,000	$193,750 (reflects mid-year reduction to $115,000 on May 16, 2024)
Target Bonus (% of Salary)	Not disclosed for 2023; no corporate bonus paid for 2023	100% of base salary as of May 16, 2024; no corporate bonus paid for 2024
Director Fees	None (employee director)	None (employee director)

Notes: On May 16, 2024, the compensation committee reduced Peretti’s annual base salary to $115,000 and shifted the majority of his compensation to stock options to link pay directly to shareholder value .

Performance Compensation

Metric / Instrument	Weighting	Target Mechanics	Actual Payout	Vesting
2024 Corporate Bonus – Revenue	35%	Threshold 90% of board-approved revenue target; up to 225% payout if ≥200% of target	0% (no corporate bonuses paid for 2024)	N/A
2024 Corporate Bonus – EBITDA	35%	Threshold 50% of board-approved EBITDA target; up to 200% payout if ≥200% of target	0% (no corporate bonuses paid for 2024)	N/A
2024 Corporate Bonus – Discretionary	30%	Committee assessment of individual performance	0% (no corporate bonuses paid for 2024)	N/A
2025 Discretionary Cash	—	One-time recognition	$50,076 cash, paid in four installments Mar–Jun 2025	N/A
2025 Discretionary RSUs	—	One-time recognition	Grant-date fair value $10,241; RSUs vest 100% on first anniversary	100% on first anniversary
Stock Options (granted May 16, 2024)	—	414,000 options at $2.18 strike; term to 5/15/2034	N/A	1/3 on 5/1/2025; remaining 2/3 in eight equal quarterly installments thereafter

Additional details: The equity mix emphasizes long-dated options with market-priced strike, no tax gross-ups, clawback applicability, and double-trigger CIC acceleration under the plan and severance program .

Equity Ownership & Alignment

Category	Detail
Total Beneficial Ownership	1,237,060 Class A (3%); 1,309,354 Class B (97% of Class B); combined voting power ~64% .
Indirect Voting Power	Irrevocable proxy over 1,099,061 Class A shares held by John S. Johnson III and Johnson BF, LLC via Holder Voting Agreement .
Options – Exercisable vs Unexercisable	137,999 options vesting on 5/1/2025; total grant 414,000 options at $2.18 strike, expiring 5/15/2034 .
Vested vs Unvested RSUs	2025 discretionary RSU vests 100% one year from grant; no additional RSUs outstanding as of 12/31/2024 .
Hedging/Pledging	Hedging prohibited; pledging prohibited except limited pre-approved circumstances; margin accounts prohibited .
Stock Ownership Guidelines	CEO expected to hold ≥5x current base salary; unvested RSUs count; five-year compliance window from adoption in Dec 2022; if not compliant by deadline, 50% net shares retention from vesting/exercise until compliant .

Capital structure context: As of April 4, 2025, 37,181,861 Class A and 1,343,299 Class B outstanding; Class B carries 50 votes per share, amplifying Peretti’s voting control .

Employment Terms

Term	Detail
Employment Agreement	No offer letter/employment agreement; at-will employment .
Severance (non-CIC)	Tier 1: 12 months base; plus greater of pro-rated target bonus or 100% of target; up to 12 months COBRA .
Severance (CIC, double-trigger within 12 months)	Tier 1: 24 months base; pro-rated target bonus + 200% of current target bonus; up to 24 months COBRA; 100% acceleration of unvested equity (performance awards at target) .
Clawback	Exchange Act-compliant policy adopted; filed as Exhibit 97.1 to 2024 10-K; awards subject to recoupment .
Insider Trading Policy	Comprehensive securities trading policy; prohibits hedging/pledging, outlines equity grant practices .

Board Governance

Role: Chairman and CEO; board chooses to combine roles, citing strategic continuity and founder knowledge; a lead independent director (Adam Rothstein) provides counterbalance with defined authorities .
Committees: Audit (Rothstein chair), Compensation (Coleman chair), Nominating/Corporate Governance/Corporate Responsibility (Rollé chair); all committees composed solely of independent directors .
Attendance: In 2024, board met 25 times; each incumbent director attended >75% of board/committee meetings except Ms. Acharia .
Executive Sessions: Independent directors conduct regular executive sessions, presided by the lead independent director .
Director Compensation: Employee directors receive no director fees; non-employee director compensation set by board policy .

Compensation Structure Analysis

Shift to at-risk pay: In May 2024, cash salary cut to $115,000 and large option grant with market strike, increasing sensitivity to stock price appreciation; no gross-ups; clawback in place .
Bonus rigor and discretion: Corporate bonuses tied to revenue and EBITDA targets paid zero for 2023 and 2024, indicating a willingness to withhold payouts when performance misses; committee used modest discretionary cash and RSU grants to recognize contributions .
Equity plan capacity: Company seeks to add 5,000,000 shares to the 2021 Plan and extend its term; burn rate rose to 17.3% in 2024, spotlighting dilution risk and retention priorities .

Performance & Track Record

Operational stewardship: Founder continuity and industry experience cited for combined chair/CEO structure .
Financial trend: Revenue declined year-over-year in FY 2024 while EBITDA loss narrowed, consistent with cost actions and portfolio changes; corporate bonuses withheld accordingly . See About section table for figures.*

Related Party Transactions

Voting arrangements: Holder Voting Agreement grants Peretti an irrevocable proxy over Johnson holdings, reinforcing voting control; NEA and other large holders have registration rights .
Indemnification: Standard indemnification agreements and D&O insurance maintained .

Risk Indicators & Red Flags

Dual-role governance risk: Combined CEO/Chair mitigated by lead independent director authority and fully independent committees, but concentration of voting power remains high .
Dilution: Elevated burn rate and proposed 5,000,000-share increase to the equity plan highlight ongoing dilution risk for public shareholders .
Insider selling pressure: Option vesting begins May 1, 2025 and continues quarterly; options struck at $2.18 with 10-year term; near-the-money status around April 2025 ($2.01) suggests limited immediate exercise but creates potential future supply if the stock rises materially .

Equity Ownership & Alignment (Detailed)

Ownership Element	Amount / Terms
Class A shares (direct/beneficial)	1,237,060 (3% of Class A) .
Class B shares (super-voting)	1,309,354 (97% of Class B) .
Combined voting power	~64% .
Proxy control	Irrevocable proxy over 1,099,061 Class A shares (Johnson entities) .
Options	414,000 at $2.18, exp 5/15/2034; 137,999 vest 5/1/2025, remainder quarterly thereafter .
Pledging/Hedging	Prohibited (with narrow pre-approval exception); no pledging disclosed .
Ownership guidelines	≥5x salary; five-year compliance window from Dec 2022; 50% net-share retention if not compliant .

Employment & Contracts (Detailed)

Item	Provision
Status	At-will; no fixed-term employment agreement .
Severance (non-CIC)	12 months base + greater of pro-rated target bonus or 100% of target; 12 months COBRA .
Severance (CIC within 12 months; double-trigger)	24 months base + pro-rated target bonus + 200% of target bonus; 24 months COBRA; 100% equity acceleration at target .
Clawback	Exchange Act-compliant; applies to executives .
Insider Trading Policy	Prohibits hedging/pledging; sets equity award timing practices .

Investment Implications

Alignment and control: Founder-led structure with super-voting Class B and proxy control gives Peretti outsized governance influence and strategic continuity; a lead independent director and independent committees partially mitigate dual-role risk .
Pay-for-performance posture: Salary cut and option-heavy compensation tie cash outcomes to stock appreciation; zero corporate bonus payouts for 2023–2024 indicate discipline, while modest discretionary awards balance retention .
Near-term supply dynamics: Option tranches start vesting May 2025 with a $2.18 strike; monitor Form 4 filings and liquidity near vest dates, especially if price exceeds strike given the 10-year term .
Dilution overhang vs retention: Proposed 5,000,000-share equity plan increase and elevated burn rate support talent retention but raise dilution risk; equity plan extension to 10 years extends incentive flexibility .

Values retrieved from S&P Global.*