Sezzle (SEZL) Proxy Filing summary

Executive summary

• Achieved 70% revenue growth and a ten-fold increase in annual net income in 2024, generating $40 million in operating cash flow and returning $20 million to shareholders via buybacks; announced a $50 million share repurchase program for 2025.

• Expanded subscription offerings, with subscribers up 68.1% year-over-year to 517,000, and launched new products like Sezzle On-Demand in partnership with WebBank.

• Recognized by Forbes as 3rd among America's Most Successful Mid-Cap Companies; increased brand visibility through a jersey patch sponsorship with the Minnesota Timberwolves.

• Guided to over 55% pre-tax income growth for 2025, maintaining a focus on profitable growth and operational efficiency.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors, ratification of Baker Tilly US, LLP as independent auditor for 2025, and an advisory vote to approve executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Stockholders of record as of April 21, 2025, are entitled to vote at the virtual annual meeting on June 10, 2025.

Board of directors and corporate governance

• Board consists of five members: three independent directors (Brehm, East, Webster) and two executives (Youakim, Paradis).

• Board committees include Audit and Risk, Compensation, and Nominating and Corporate Governance, each chaired by an independent director.

• Chairman and CEO roles are combined; majority of the board is independent.

• Directors are encouraged to attend annual meetings; all attended at least 75% of board meetings in 2024.