Ibotta (IBTA) Proxy Filing summary

Executive summary

• Achieved significant growth in 2024, including a successful IPO and 15% YoY revenue growth to $367.3M, with net income up 80% to $68.7M and adjusted EBITDA up 35% to $112.2M.

• Expanded redeemer base by nearly 78% YoY to 14.7M, and delivered $2.3B in cash back and discounts to consumers.

• Secured new partnerships with major retailers and platforms, including Family Dollar, AppCard, Schnucks, Instacart, and DoorDash.

• Announced new Denver headquarters, reinforcing commitment to the region and talent acquisition.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class I directors (Amanda Baldwin and Thomas D. Lehrman) for terms expiring in 2028.

• Proposal to ratify KPMG as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Procedures and deadlines for shareholder proposals and director nominations for the 2026 annual meeting are detailed.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with diverse backgrounds and skills.

• Classified board structure with staggered three-year terms; current nominees are Amanda Baldwin and Thomas D. Lehrman.

• Lead independent director role established; currently held by Amit N. Doshi.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and charters.

• Board and committee attendance exceeded 75% for all directors in 2024.