Notice of Annual Meeting of Stockholders To be Held on June 15, 2023

Dear Fellow Stockholders,

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Olo Inc., a Delaware corporation (“Olo”). The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/OLO2023, on Thursday, June 15, 2023 at 10:00 a.m., Eastern Time. We believe hosting a virtual meeting enables enhanced stockholder access and engagement while reducing the environmental impact of our Annual Meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 10:00 a.m., Eastern Time, on June 15, 2023 to ensure your attendance.

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the accompanying proxy statement.

The Record Date for the Annual Meeting is the close of business on April 21, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

We appreciate your continued support of Olo.

By Order of the Board of Directors,

Noah H. Glass

Founder, Chief Executive Officer, and Director

99 Hudson Street, 10th Floor

New York, New York 10013

April 25, 2023

Table of Contents

 

 

				Proxy Statement for the 2023 Annual Meeting of Stockholders To Be Held at 10:00 a.m., Eastern Time, on Thursday, June 15, 2023

Our board of directors is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Olo Inc., a Delaware corporation (“Olo”), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/OLO2023, on Thursday, June 15, 2023 at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof. Only stockholders of record at the close of business on April 21, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year-ended December 31, 2022 (the “Annual Report”), to our stockholders primarily via the internet. On or about April 25, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail, or by email, by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our Annual Meeting.

In this proxy statement, we refer to Olo Inc. as “Olo,” “we,” or “us” and the board of directors of Olo as “our board of directors.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year-ended December 31, 2022, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by emailing InvestorRelations@olo.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

Questions and Answers About These Proxy Materials and Voting

PROPOSAL 1: Election of Directors

Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election.

Our directors are divided into the three classes as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on our board of directors may be filled only by persons elected by a majority of the remaining directors then in office, even if less than a quorum. A director elected by our board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Olo.

Each of Messrs. Meyer and Neville is currently a member of our board of directors and has been nominated for reelection to serve as a Class II director. As disclosed in our Current Report on Form 8-K filed with the SEC on December 16, 2022, on December 12, 2022, Mr. Jones notified the board of directors of his decision to not stand for reelection as a Class II director at the end of his current term on the date of the Annual Meeting. Following a search process overseen by our nominating and corporate governance committee, our board of directors has nominated Lee Kirkpatrick for election as a Class II director at the Annual Meeting. Information about Mr. Kirkpatrick’s experience and qualifications can be found below in the section titled “Board of Directors and Corporate Governance – Nominees for Election at the 2023 Annual Meeting of Stockholders”.

Each of these nominees has agreed to stand for election, at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, then each of these nominees would serve until the annual meeting of stockholders to be held in 2026 and until their successor has been duly elected, or if sooner, until the director’s death, resignation, or removal.

Vote Required

In accordance with our amended and restated bylaws, directors are elected by the affirmative vote of the stockholders representing a plurality of the voting power of outstanding shares of common stock present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the most “FOR” votes will be elected. Each director must receive at least one “FOR” vote and if nominees are unopposed, election requires only a single “FOR” vote. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “FOR” the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us.

PROPOSAL 2: Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

Our audit committee appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year-ending December 31, 2023, and we are asking you, and our other stockholders, to ratify this appointment. In March 2022, we announced that our audit committee approved the engagement of Deloitte as our independent registered public accounting firm, replacing Ernst & Young LLP (“EY”), our prior independent registered public accounting firm.

Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor other governing documents or law require stockholders to ratify the selection of Deloitte as our independent registered public accounting firm. However, our audit committee is submitting the selection of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, our audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

Vote Required

The affirmative vote of the stockholders representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy (excluding abstentions and broker non-votes) at the Annual Meeting will be required to ratify the selection of Deloitte.

Change in Independent Registered Public Accounting Firm

As disclosed in our Current Report on Form 8-K filed with the SEC on March 18, 2022, on March 15, 2022, our audit committee dismissed EY as our independent registered public accounting firm effective as of that date and approved the engagement of Deloitte as our independent registered public accounting firm for the fiscal year-ended December 31, 2022. On March 25, 2022, we signed an engagement letter with Deloitte.

The reports of EY on our consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2021 and December 31, 2020, and through March 15, 2022, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference thereto in its reports on our financial statements for such years.

During the fiscal years ended December 31, 2021 and December 31, 2020, and through March 15, 2022, there were no “reportable events” (as defined under Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed, there was a material weakness in our internal control over financial reporting related to the lack of sufficient qualified personnel who possessed an appropriate level of technical expertise and did not design and maintain effective controls over complex technical accounting matters. This material weakness was previously reported in the Registration Statement on Form S-1 in connection with our initial public offering and reported in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2021, and has been updated, as necessary, as of December 31, 2022. This reportable event was discussed among our audit committee and EY. EY has been authorized by us to respond fully to the inquiries of Deloitte concerning this reportable event.

We provided EY with a copy of the disclosure we made in our Current Report on Form 8-K and requested that EY furnish us with a copy of their letter addressed to the SEC stating whether EY agrees with the statements made therein. A copy of EY’s letter, dated March 18, 2022, was filed as Exhibit 16.1 with our Current Report on Form 8-K filed with the SEC on March 18, 2022.

PROPOSAL 2: Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

Principal Accountant Fees and Services

The following table represents the fees billed to us by Deloitte for the period ended December 31, 2022. For the period ended December 31, 2021, the table includes the fees billed to us by EY, our prior independent registered public accounting firm.

All fees described above were pre-approved by our audit committee.

Pre-Approval Policies and Procedures

Our audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally permits pre-approval of specified services in the defined categories of audit services, audit-related services, tax services, and permitted non-audit services. Pre-approval may also be given as part of our audit committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the members of our audit committee, but any pre-approval decision made pursuant to such delegation must be reported to our full audit committee at its next scheduled meeting.

PROPOSAL 3: Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes on the Compensation of our Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act enable our stockholders to indicate their preference, at least once every six years, regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer a non-binding advisory vote every one year, two years, or three years. Alternatively, stockholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, our board of directors recommends that the non-binding advisory vote on the compensation of our named executive officers be submitted to the stockholders every year. In formulating its recommendation, our board of directors considered that compensation decisions are made annually and that an annual non-binding advisory vote on the compensation of our named executive officers will allow stockholders to provide more frequent and direct input on our executive compensation program and compensation philosophy.

Vote Required

The alternative among “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” that receives a majority of the voting power of the outstanding shares of common stock present virtually, or represented by proxy, at the Annual Meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders.

While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on a non-binding advisory basis, as to whether future non-binding advisory votes on the compensation of our named executive officers should be held every one year, two years, or three years.

Our board of directors and compensation committee value the opinions of our stockholders in this matter. If none of the three frequency options receives the required vote, we will consider the frequency option (One Year, Two Years, or Three Years) receiving the highest number of votes cast by stockholders to be the frequency that has been recommended by stockholders. However, because this proposal is non-binding, our board of directors may decide that it is in the best interest of our stockholders and Olo to hold future non-binding advisory votes on the compensation of our named executive officers more or less frequently.

PROPOSAL 4: Non-Binding Advisory Vote on the Compensation of our Named Executive Officers

We are seeking a non-binding advisory vote on the compensation of our named executive officers, referred to as a “Say-on-Pay” vote, for the fiscal year-ended December 31, 2022, in accordance with the requirements of Section 14A of the Exchange Act.

Our executive compensation program and the compensation paid to our named executive officers are described in detail in the section “Executive Compensation—Compensation Discussion and Analysis”. Our compensation programs are overseen by our compensation committee and reflect our philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives, and aligns our executive officers’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

To help achieve these objectives, we structure our named executive officers’ compensation to reward the achievement of short-term and long-term strategic and operational goals.

Based on the above, we request that stockholders approve on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement pursuant to the following resolution:

“RESOLVED, that the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section, compensation tables, and narrative discussion, is hereby APPROVED.”

Vote Required

Approval of the compensation of our named executive officers requires the affirmative vote of the stockholders representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy, at the Annual Meeting and entitled to vote thereon (excluding abstentions and broker non-votes).

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. Stockholders should be aware that this non-binding advisory vote occurs after significant named executive officer compensation decisions have been made in the current fiscal year. In addition, because the compensation elements integrate into an overall compensation package, it may not be possible or appropriate to change the compensation package to reflect the results of one year’s non-binding advisory vote on the compensation of our named executive officers before the next annual meeting of stockholders.

Board of Directors and Corporate Governance

Board of Directors Snapshot

Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election. The below graphic shows key attributes for our three nominees and the six other members of our board of directors whose service is continuing.

Board of Directors and Corporate Governance

Our Board of Directors

The following table identifies, as of the date of this proxy statement, each of the nominees for election at the Annual Meeting:

The following table identifies, as of the date of this proxy statement, each of the remaining members of our board of directors whose terms continue beyond the Annual Meeting:

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee seeks to assemble a board of directors that possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity, and high-level management experience necessary to oversee and direct our business. To that end, our nominating and corporate governance committee has identified and evaluated nominees in the broader context of the overall composition of our board of directors, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that our nominating and corporate governance committee views as critical to effective functioning of our board of directors. These qualifications may be modified from time to time. Candidates for director nominees are reviewed in the context of the current composition of our board of directors, our operating requirements, and the long-term interests of our stockholders.

Our board of directors also recognizes the importance of diversity within our board of directors and believes that our business benefits from a wide range of skills and a variety of different backgrounds that contribute to the total mix of viewpoints and experience represented on the board of directors. A diverse composition contributes to a well-balanced decision-making process and proper functioning board of directors. Although we do not have a formal policy to consider diversity in identifying director nominees, in conducting its assessment, our nominating and corporate governance committee considers diversity (including, but not limited to, diversity of gender, ethnic background, and country of origin), age, skills, and other factors that it deems appropriate to maintain a balance of knowledge, experience, and capability on our board of directors.

Russell Jones, who has served as a member of our board of directors since 2020, is not standing for reelection as a Class II director at the end of his current term on the date of the Annual Meeting. Our board of directors thanks Mr. Jones for his years of service and significant contributions to Olo. Following a robust search, under the direction of our nominating and corporate governance committee, and in accordance with the considerations, criteria, and process outlined in this section, Lee. Kirkpatrick was identified as a potential candidate. Mr. Kirkpatrick was further recommended by several other members of our board of directors and executive officers for his reputation in the technology industry as a former Chief Financial Officer and senior executive of various technology companies, including Twilio Inc. (NYSE: TWLO), and his extensive experience in financial oversight and reporting. At the end of the search process, our board of directors approved the nomination of Mr. Kirkpatrick to fill the vacancy that will be left by Mr. Jones.

Board of Directors and Corporate Governance

In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence.

Board of Directors and Corporate Governance

Nominees for Election at the 2023 Annual Meeting of Stockholders

Set forth below is biographical information, as of the date of this proxy statement, for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director and nominee’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

We believe each nominee meets the qualifications, skills, and expertise established by our nominating and governance committee for service on our board of directors, including regarding areas that are critical to our strategy and operations. We also believe that such nominees, combined with the qualifications, skills, and expertise of the continuing directors, will position our board of directors to continue to serve the best interests of the stockholders and Olo.

Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

Board of Directors and Corporate Governance

Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

Board of Directors and Corporate Governance

Board of Directors and Corporate Governance

Corporate Governance Snapshot

Our governance structure reflects our commitment to advancing the long-term interests of our stockholders, maintaining accountability, diversity, ethical conduct, and alignment of interests between leadership and investors. Highlights of our governance profile include:

Independence of Our Board of Directors

Our Class A common stock is listed on the NYSE. Under the NYSE listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NYSE, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, and any of their family members, and Olo, our executive officers, and our independent auditors, and following the recommendation of our nominating and corporate governance committee, our board of directors has affirmatively determined that the following eight directors are independent directors within the meaning of the applicable NYSE listing standards: Messrs. Gardner, Cancel, Frankel, Jones, Meyer, and Neville, and Mses. Rottenberg and Washington. Our board of directors has nominated Mr. Kirkpatrick to serve as a Class II director to be elected at the Annual Meeting and has determined Mr. Kirkpatrick will be considered independent within the meaning of the applicable NYSE listing standards as of his election at the Annual Meeting. In making these independence determinations, our board of directors considered the applicable NYSE rules and the current and prior relationships that each non-employee director and nominee has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our capital stock. Mr. Glass is not independent due to his position as our Chief Executive Officer. Accordingly, a majority of our directors are independent, as required under applicable NYSE rules.

Board Leadership Structure

Our board of directors has an independent chair, Mr. Gardner. The primary responsibilities of the chair of our board of directors are to: work with our Chief Executive Officer, Mr. Glass, to develop board meeting schedules and agendas; provide our Chief Executive Officer with feedback on the quality, quantity, and timeliness of the information provided to our board of directors; develop the agenda for, and moderate executive sessions of, the independent members of our board of directors; preside over board meetings; act as principal liaison between the independent members of our board

Board of Directors and Corporate Governance

of directors and Chief Executive Officer; convene meetings of the independent directors as appropriate; and perform other duties as our board of directors may determine from time to time. Accordingly, Mr. Gardner has substantial ability to shape the work of our board of directors.

We believe that separation of the positions of the chair of our board of directors and Chief Executive Officer reinforces the independence of our board of directors in its oversight of our business affairs. In addition, we believe that having an independent chair of our board of directors creates an environment that is conducive to objective evaluation and oversight of management’s performance, increasing management’s accountability, and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of Olo and our stockholders. As a result, we believe that having an independent chair of our board of directors can enhance the effectiveness of our board of directors as a whole.

Role of the Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through its various standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for Olo and the implementation of appropriate processes to administer day-to-day risk management.

Board of Directors and Corporate Governance

Data Privacy, Security, and Compliance

Our customers trust our platform with their most sensitive guest and business data, and our board of directors and management take data protection and cybersecurity seriously. We employ our in-house security teams, led by our Chief Information Security Officer, to regularly monitor the platform and test for and address any vulnerabilities. Our technology also incorporates privacy-safe practices and tools as an integral and foundational part of our platform’s approach. Privacy best practices are proactively embedded into our processes, systems, and infrastructure. Multiple data centers host our platform for redundancy. Features are equipped with metrics and logging to provide visibility into operations, with alerts configured to automatically notify our 24/7 on-call rotation in the event of a problem. Continuous integration, frequent releases, and infrastructure as code are designed to optimize for efficient deployment. We are also SOC 1, Type 2 and SOC 2, Type 2 compliant.

As a part of our risk management process, we recently formed a Governance, Risk, and Compliance Committee (the “GRC Committee”) to ensure that the direction, oversight, and management of our information security and privacy programs continue to meet business objectives, protect customer and employee data, safeguard our systems, and comply with laws, regulations, and contractual obligations. Our GRC Committee is composed of cross-functional leaders within Olo, including members from our information technology, data science, finance, internal audit, legal, and people & culture teams. Our GRC Committee is expected to meet regularly to discharge its duties and provide updates to our audit committee and our board of directors on the risk-based initiatives being performed and the progress and results of such initiatives. Our audit committee plays a critical role in overseeing the adequacy and effectiveness of our information security and cybersecurity policies, as well as the steps taken by management to mitigate or otherwise control these exposures and to identify future risks.

Strategic Planning and Strategic Initiatives

Our board of directors also plays an instrumental oversight role in our strategic planning and initiatives. As a part of this role, our board of directors regularly reviews our business strategy with management to ensure alignment on our long-term goals and strategic initiatives. In addition, our board of directors provides oversight over various other strategic initiatives or transactions implemented by us, including corporate development activities and our share repurchase program.

Environmental, Social, and Governance Oversight

Our board of directors and nominating and corporate governance committee oversee our commitment to environmental sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters. Please refer to the below section titled “Board of Directors and Corporate Governance—Our Commitment to Environmental, Social, and Governance (“ESG”) Matters” for more details.

Meetings of the Board of Directors and its Committees

Our board of directors meets periodically during the year to review significant developments affecting Olo and to act on matters requiring the approval of our board of directors. Our board of directors met nine times during the fiscal year-ended December 31, 2022. With respect to the committees of our board of directors, during the fiscal year-ended December 31, 2022, our audit committee met seven times, our compensation committee met five times, and our nominating and corporate governance committee met three times. During the fiscal year-ended December 31, 2022, each incumbent director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which they served. We encourage our directors and director nominees to attend our Annual Meeting. At the time of the 2022 Annual Meeting of Stockholders, we had nine directors, seven of whom attended the 2022 Annual Meeting of Stockholders.

As required under applicable NYSE listing standards, during the fiscal year-ended December 31, 2022, our non-employee directors met in regularly scheduled executive sessions at which only non-employee directors were present. Mr. Gardner, our chair, presided over the executive sessions of the board of directors and the chair of each committee presided over the corresponding executive sessions of that committee.

Board of Directors and Corporate Governance

Information Regarding Committees of the Board of Directors

Our board of directors has established a standing audit committee, compensation committee, and nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Our board of directors has adopted written charters for each of these committees, which are available to stockholders on our investor relations website at investors.olo.com.

The following table provides membership as of the Record Date of April 21, 2023 for each of the standing committees of our board of directors:

C= Chair        M= Member

Board of Directors and Corporate Governance

Our board of directors has determined that each member of every standing committee meets the applicable NYSE rules and regulations regarding “independence” and each member is free of any relationship that would impair their individual exercise of independent judgment with regard to us.

Below is a description of each standing committee of our board of directors:

We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Our board of directors has determined that each of Messrs. Jones and Neville, and Ms. Washington satisfies the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act. It is expected that Mr. Kirkpatrick will fill the vacancy on our audit committee as a member and as chair when Mr. Jones steps down from our board of directors at the Annual Meeting. Our board of directors has determined that Mr. Kirkpatrick will satisfy the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act as of his election at the Annual Meeting. Our board of directors has determined that each of Messrs. Jones and Kirkpatrick is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. Each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Board of Directors and Corporate Governance

We believe that the composition and functioning of our compensation committee complies with all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The chair of our compensation committee is Ms. Rottenberg. Our board of directors has determined that each of Messrs. Gardner and Cancel, and Ms. Rottenberg is independent under the listing standards of the NYSE and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Compensation Committee Processes and Procedures

Our compensation committee generally meets quarterly and with greater frequency, if necessary. Our compensation committee also acts periodically by unanimous written consent, in lieu of a formal meeting. The agenda for each meeting is usually developed by the chair of our compensation committee, in consultation with management. Our compensation committee meets regularly in executive session. From time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by our compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations by our compensation committee regarding the compensation of our Chief Executive Officer.

The charter of our compensation committee grants our compensation committee full access to all of our books, records, facilities, and personnel. In addition, under the charter, our compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants, internal and external legal, accounting or other advisors, and other external resources that our compensation committee considers necessary or appropriate in the performance of its duties. Our compensation committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising our compensation committee. In particular, our compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and NYSE that bear upon the advisor’s independence, our compensation committee engaged Compensia, Inc. (“Compensia”) as our compensation consultant. Our compensation committee requested that Compensia:

Board of Directors and Corporate Governance

As part of its engagement, Compensia was requested by our compensation committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Compensia ultimately developed recommendations that were presented to our compensation committee for its consideration.

Generally, our compensation committee’s process for determining executive compensation consists of two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executive officers, other than our Chief Executive Officer, our compensation committee solicits and considers evaluations and recommendations submitted to our compensation committee by our Chief Executive Officer. The evaluation of our Chief Executive Officer’s performance is conducted by our compensation committee, which determines any adjustments to their compensation as well as awards to be granted. For all executive officers, non-employee directors, and other senior management, as part of its deliberations, our compensation committee may review and consider a variety of factors as discussed in detail in the section titled “Executive Compensation — Compensation Setting Process ”.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is currently an executive officer or employee of Olo. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. Please refer to the section titled “Transactions with Related Persons” for information about related party transactions involving members of our compensation committee or their affiliates.

We believe that the functioning of our nominating and corporate governance committee complies with all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The chair of our nominating and corporate governance committee is Mr. Meyer. Our board of directors has determined that each of Messrs. Frankel and Meyer, and Ms. Rottenberg is independent under the listing standards of the NYSE.

Our nominating and corporate governance committee will consider stockholder recommendations of director candidates, so long as they comply with applicable law and our amended and restated bylaws, which procedures are summarized below. Stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors, should do so by delivering a written recommendation to our

Board of Directors and Corporate Governance

nominating and corporate governance committee at 99 Hudson Street, 10th Floor, New York, New York 10013, Attention: Corporate Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s annual meeting of stockholders. We also encourage you to supplementally submit any such recommendation via email to Legal@olo.com.

Each submission must include, among other things, the name, age, business address, and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.

If, rather than submitting a candidate to our nominating and corporate governance committee for consideration, you wish to formally nominate a director pursuant to proxy materials that you will prepare and file with the SEC, please refer to the deadline described in “When are stockholder proposals and director nominations due for next year’s annual meeting?” in the section titled “Questions and Answers About These Proxy Materials and Voting” and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.

Communications with our Board of Directors

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our webcasts for quarterly earnings releases are open to all. These webcasts are available in real time and are archived on our website for a period of time.

Interested parties wishing to communicate with our board of directors, or an individual director, may do so by sending a written communication to the board of directors, or such director, c/o 99 Hudson Street, 10th Floor, New York, New York 10013, Attn: Corporate Secretary. We also encourage interested parties to supplementally e-mail any such communications to us at Legal@olo.com to help ensure prompt receipt. The Corporate Secretary will review each communication. The Corporate Secretary will forward all such communication to our board of directors, or to any individual director to whom the communication is addressed, unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Code of Business Conduct and Ethics

Our board of directors has adopted the Olo Inc. Code of Business Conduct and Ethics which applies to all employees, executive officers, directors, contractors, consultants, and others who may be temporarily assigned to perform work or services for us. The Code of Business Conduct and Ethics is available on our website at investors.olo.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Corporate Governance Guidelines

Our board of directors has adopted the Olo Inc. Corporate Governance Guidelines for the conduct and operation of our board of directors in order to give directors a flexible framework for effectively pursuing our objectives for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors intends to follow with respect to board composition and selection, board meetings, board access to senior management, Chief Executive Officer performance evaluation, management succession planning, and board committees and compensation. The Corporate Governance Guidelines may be viewed on our website at investors.olo.com.

Board of Directors and Corporate Governance

Board Evaluation Process

We utilize a comprehensive, multi-part annual evaluation process to ensure that our board of directors is operating effectively and that its processes reflect best practices. The evaluation also aims to (i) find opportunities where our board of directors and committees can improve their performance and effectiveness, (ii) assess any need to evolve the composition and expertise of our board of directors, and (iii) ensure that our board of directors and committees are operating in accordance with our Corporate Governance Guidelines and committee charters. Our nominating and corporate governance committee oversees the evaluation process and solicits feedback for enhancement and improvement.

Board of Directors and Corporate Governance

Our Commitment to Environmental, Social, and Governance (“ESG”) Matters

Overview

We are committed to shaping the evolution of digital hospitality by aligning our products, resources, and employees to drive positive change and create a more sustainable future. We continuously strive to uphold our social responsibility to the communities where we live, work, and service, as well as reduce our impact on the environment. Our commitment to ESG led us to join Pledge 1%, whereby we pledged to donate 1% of our time, equity, and product to social responsibility initiatives. We also launched Olo for Good, which you can read more about in the “Community Involvement and Philanthropy” section below.

We believe that our platform positions us to meet the needs of, and benefit, not only the hospitality industry, but also the entire community ecosystem on which it depends: one composed of restaurant brands, partners, employees, and more. Our goal is to strengthen relationships via our technology and adapt to the evolving digital transformation underway in society.

Rising to these expectations means accounting for the impacts of our business operations on our stakeholders and greater society. Our employees play an instrumental role in advancing our progress and accountability in this domain. We are eager to advance ESG through sustainability, social impact, and diversity, equity, and inclusion (“DEI”), enforced by strong corporate governance and ethics.

To formalize our commitment to ESG and identify our ESG priorities, we engaged an independent consultant to conduct our inaugural materiality assessment and develop our ESG framework, both of which we published on our ESG website this year at www.olo.com/esg. We leveraged the results of the assessment to create our ESG strategy, inform future ESG-related disclosures, and guide the long-term sustainability of our business. We are committed to managing the risks and opportunities that arise from ESG issues and focusing on environmental stewardship and social impact throughout our value chain.

Key Areas of Focus for our ESG Strategy

ESG Oversight

Our nominating and corporate governance committee oversees ESG activities, programs, and public disclosures. The various committees of our board of directors, as well as our full board of directors, oversee ESG issues associated with their respective areas of responsibility. For example, oversight of a range of human capital management activities is the responsibility of our compensation committee, and oversight of our information technology risk and cybersecurity is the responsibility of our audit committee.

Our management team reports on general ESG matters to our nominating and corporate governance committee on a regular basis. We also intend to keep the public updated on our ESG efforts on our website and through our inaugural annual ESG report, which we expect to publish later this year.

Business Ethics

We are committed to maintaining the highest standards of business conduct, ethics, and legal compliance. We characterize this commitment in a simple refrain: Use Good Judgment, Act with Integrity, Be Responsible. We expect all stakeholders to act ethically and honestly. This includes our employees, directors, officers, agents, partners, representatives, contractors, and consultants. We strive to ensure ethical compliance with legal requirements, and we work to embed our Code of Business Conduct and Ethics into our everyday activities and culture. Our Code of Business Conduct and Ethics, last approved by our board of directors in 2022, details all aspects and expectations for ethical business conduct. Please refer to the above section titled “Board of Directors and Corporate Governance — Code of Business Conduct and Ethics.”

Diversity, Equity, & Inclusion

We are committed to maintaining a healthy, safe, and inclusive workplace for our employees and are taking steps to increase diversity and equity across our workforce. A diverse and motivated workforce is essential to our success, innovation, and competitive advantage.

Our DEI strategy is built on three key pillars: attracting and retaining a diverse workforce across all levels, working to ensure fairness in promotions and compensation, and maintaining an inclusive culture for all employees.

Board of Directors and Corporate Governance

Our DEI committee is composed of approximately 12 employees that serve two-year terms and was created to raise a voice for all employees, advise the DEI team, and create and facilitate events and initiatives to increase DEI. Based on feedback from our annual employee DEI survey and DEI committee input, in 2022, we launched Olo Ties, a pilot mentorship program created to address mentorship needs for women and people of color. In 2023, the program expanded to also address mentorship needs for employees with disabilities, non-binary employees, LGBTQ+ employees, and veterans.

As of December 31, 2022, our employees self-identified as 61.4% men, 38.3% women, 0.3% non-binary/other, and 17.2% underrepresented ethnicities. We are committed to increasing our population of employees who identify as members of underrepresented groups. Our goal is to have 42% of our workforce made up of women and 18% of our workforce made up of underrepresented ethnicities by the end of 2024. Our diversity demographics and DEI goals may be viewed at www.olo.com/dei.

To recruit a diverse workforce, we focused on the following initiatives in 2022:

We aim to offer equitable opportunities for all employees to develop, succeed, and lead by implementing equitable talent development mechanisms. In 2022, this included:

We are committed to maintaining an inclusive culture where all our employees feel a sense of belonging and can thrive. In 2022, this meant:

In addition, we have policies that seek to provide equal treatment and are dedicated to providing a safe and healthy working environment for all employees. For example, in 2022, we adopted our Equitable Access to Healthcare policy, which covers travel, lodging, and childcare for employees (and their covered dependents) when it is necessary for them to travel out-of-state to access medical care.

Employee Wellness

We provide our workforce with the energy and support they need to excel at their job. We support this with a flexible working environment, generous 30+ days of time off (PTO, quarterly mental health days, bimonthly half-day summer Fridays, plus a company holiday break), and 10 dedicated sick days. We believe that employees’ mental health is a priority and so we encourage employees to take advantage of our monthly internal mental wellness sessions and benefits that include access to professional counselors.

Board of Directors and Corporate Governance

Climate Change and Sustainability

At Olo, we recognize the risks associated with a changing climate. We also acknowledge the impact our business may have on the environment and continue to look for ways to reduce our greenhouse gas emissions and energy usage. In 2022, we worked with an independent consultant to conduct a carbon footprint analysis to establish our baseline environmental data. We plan on periodically updating our emissions data on our ESG website at www.olo.com/esg. Using the emissions data, we are actively working to understand our carbon footprint, consulting with key stakeholders, and considering targets for emissions reductions. Our plans to limit and reduce our environmental footprint will develop as part of our ESG strategy.

We also leverage our technology platform to help restaurants cut down on their waste. For example, in an effort to reduce the amount of single-use plastic entering the waste stream, in 2022 we introduced functionality that allows restaurants to ask guests to opt-in to receive single-use plastic cutlery with their take-out and delivery orders, rather than including them by default. We’ll continue to explore features and functionality that help our customers not only comply with federal, state, and local laws and regulations, but also to pursue and achieve their own social impact and environmental sustainability goals.

Community Involvement and Philanthropy

Since launching our Olo for Good initiative in 2021, we’ve focused on creating a positive impact in the communities in which we live, work, and serve by integrating social responsibility into our business. Olo for Good leverages our time, product, and equity to support non-profit organizations aligned with our mission and values, including those focused on:

The Olo for Good initiative includes a donor-advised fund created through our independent donor-advised fund sponsor, Tides Foundation. In March 2021, our board of directors approved the issuance of 1,729,189 shares of our Class A common stock (representing 1% of our fully diluted equity outstanding as of immediately prior to our initial public offering, per our Pledge 1% commitment mentioned above) for Olo for Good. We expect to donate 1/10th of the total shares approved into the fund annually. Upon the sale of these shares, we intend to recommend Tides Foundation to donate the proceeds from such sale in accordance with our direction.

In 2022, we recommended nine nonprofit organizations to Tides Foundation to receive grants in connection with the Olo for Good annual grant cycle. Tides Foundation subsequently donated a total of $2.1 million in grants to Emma’s Torch, The Okra Project, Heart of Dinner, World Central Kitchen, Partnership with Native Americans, Appalachian Trail Conservancy, American Forests, Giving Kitchen, and The LEE Initiative.

We also provided strategic grants that responded to social justice issues and natural disasters. The 2022 recipients of these strategic grants included Equality Texas, Equality Florida, American National Red Cross, and Razom Ukraine. Our philanthropic contributions reflect our broader engagement on social justice topics that are important to our employees, customers, and partners, such as our decision to sign onto the Human Rights Watch Statement Against Anti-LGBTQ+ Legislation.

In addition to our donor-advised fund and strategic grants, our commitment to Pledge 1% includes donating 1% of product and 1% of employee time to social responsibility initiatives. This pledge strengthens our social responsibility initiatives through inclusion efforts with community partners, empowering volunteerism, and support for non-profits.

Our pledge of donating 1% of our product materialized in our first non-profit partner in 2021, Emma’s Torch, a woman-founded fast-casual restaurant that provides refugees, asylees, and survivors of human trafficking with culinary training, English as an additional language classes, and interview preparation. We are waiving fees for Emma’s Torch’s use of our Ordering and Dispatch modules. In addition, we implemented an Open Dollar Donation feature that allows restaurants to include an option for their guests to make a donation to a non-profit organization at check-out. To date, this has resulted in more than $2 million in donations. As we continue to explore how restaurants can use our platform for social impact and create a positive change in their communities, we hope to add more non-profit restaurants to our platform.

Board of Directors and Corporate Governance

Our pledge also builds upon our gift-matching and volunteer time off (“VTO”) policies. Under our gift-matching policy, we match contributions made by our employees to non-profit organizations of up to $250 per employee per calendar year. We believe that building a sustainable program for charitable donations fosters employee morale and engagement, enhances our community presence, and further aligns us with the restaurant industry. We also have a VTO policy to support volunteer activities that enhance and serve the communities in which we live and work. We believe creating community engagement opportunities that are meaningful, purposeful, and help those in need is important to enriching and inspiring the lives of our employees and improving our communities. Our VTO policy allows full-time employees to volunteer up to eight hours per calendar year with a 501(c)(3) non-profit organization. In 2022, more than 170 employees used over 800 VTO hours and donated more than $48,000 (plus more than $25,000 matched by us) to eligible non-profit organizations.

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

Our board of directors adopted a non-employee director compensation policy in March 2021, as amended and restated, that is applicable to all of our non-employee directors. This non-employee director compensation policy provides that each such non-employee director will be eligible to receive the following compensation for service on our board of directors and our standing committees, on and following the effective date of the non-employee director compensation policy:

Additional cash retainers for board of directors or committee service (e.g., for service on any ad hoc or other committees of the board of directors) may be approved by our board of directors or our compensation committee. Each of the RSU awards under our non-employee director compensation policy described above will be granted under our 2021 Equity Incentive Plan (the “2021 Plan”). Each such award will vest subject to the director’s continuous service with us, provided that each award will vest in full upon a “Change in Control,” as defined in the 2021 Plan.

Update to the Non-Employee Director Compensation Policy for Fiscal Year 2023

In February 2023, we further amended and restated our non-employee director compensation policy to provide that future RSU awards shall cover the number of shares equal to the respective value divided by the greater of (i) the average price of our Class A common stock on the NYSE on the 30 trading days immediately preceding the grant date (or retainer accrual date if a director has elected to convert their annual cash retainer), or (ii) the average closing price of our Class A common stock on the NYSE on the 30 trading days immediately preceding the date utilized by our compensation committee to review our overall target burn rate utilization for the calendar year.

Non-Employee Director Compensation

2022 Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during fiscal year 2022. Directors who also serve as employees receive no additional compensation for their service as directors. During fiscal year 2022, Noah H. Glass, our Chief Executive Officer, was a member of our board of directors as well as an employee, and received no additional compensation for his services as a director. Please refer to the section titled “Executive Compensation – 2022 Summary Compensation Table” for more information about the compensation of Mr. Glass as a named executive officer.

Report of the Audit Committee of the Board of Directors

The audit committee of the board of directors has reviewed and discussed the audited financial statements for the fiscal year-ended December 31, 2022 with our management. The audit committee has also reviewed and discussed with Deloitte & Touche LLP, our independent registered public accounting firm for the fiscal year-ended December 31, 2022, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and rules adopted by the SEC. The audit committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with Deloitte & Touche LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2022 and filed with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Russell Jones, Chair

Colin Neville

Zuhairah Washington

The material in this report is not “soliciting material,” is not deemed “filed” and is not to be incorporated by reference in any filing of Olo under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Executive Officers

The following table sets forth, for our executive officers, their ages and position held with us as of the date of this proxy statement:

Biographical information for Noah H. Glass is included above with the directors’ biographies under the section titled “Board of Directors and Corporate Governance.”

Peter Benevides has served as our Chief Financial Officer since January 2020. Mr. Benevides previously held the positions of Senior Vice President from January 2018 until December 2019 and Vice President of Finance from April 2015 until January 2018. Prior to joining us, Mr. Benevides held the position of Vice President of Finance and Controller at UrbanDaddy, Inc., a digital media and e-commerce company. Earlier in his career, Mr. Benevides served as the Director of Finance at several companies, including Turntable.fm, Inc., a social music service, and Sony Music Entertainment, a global recorded music company. Mr. Benevides serves on the board of the University of Rhode Island’s College of Business, Innovation & Entrepreneurship Program. Mr. Benevides is a Certified Public Accountant and Certified Management Accountant and holds a B.S. and an M.S. in Accounting from the College of Business Administration at the University of Rhode Island.

Diego Panama has served as our Chief Revenue Officer since July 2022, overseeing all aspects of the customer journey for our restaurant brands, from marketing brand awareness to sales, deployment, success, support, renewal, and expansion. Prior to joining us, Mr. Panama served in several roles at LiveRamp (NYSE: RAMP) from 2014 until 2022, including as Chief Commercial Officer from 2021 until 2022, where he led sales, solutions engineering, partnerships, customer success, support, and professional services. Mr. Panama was also previously at Microsoft Advertising, where he helped pioneer programmatic ad sales through the Microsoft Advertising Exchange, first as a product manager and then as a sales executive. Prior to Microsoft, Mr. Panama was a Director of Programs at Endeavor. Mr. Panama holds a B.A. in Mathematics and Economics from Yale University and an M.B.A. from MIT.

Robert Morvillo has served as our General Counsel and Corporate Secretary since January 2023. Mr. Morvillo previously held the position of Senior Vice President of Legal from July 2022 until January 2023. Prior to joining us, from 2015 until 2022, Mr. Morvillo served in several roles at Diebold Nixdorf, Inc. (NYSE: DBD), an international financial and retail technology company, including as the Vice President, Associate General Counsel where he oversaw various legal functions such as strategic contracting, data privacy, cybersecurity, payments, and compliance. Earlier in his career, Mr. Morvillo was a litigator at a boutique defense firm and Goodwin Procter LLP where he represented companies and individuals in civil, criminal, and regulatory investigations and trials. Mr. Morvillo also clerked for the Honorable Richard M. Berman in the Southern District of New York. Mr. Morvillo holds a B.A. in History from Miami University and a J.D. from Brooklyn Law School.

Executive Compensation

Compensation Discussion and Analysis

Overview

Our executive compensation program is designed to attract, motivate, incentivize, and retain our executive officers, who contribute to our long-term success. Pay that is competitive, rewards performance, and effectively aligns the interests of our executive officers with those of our long-term stockholders is key to our executive compensation program’s design and decisions. We structure our executive compensation program to be heavily weighted towards long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

Our executive compensation program consists of the following elements: base salary, the annual cash bonus plan (the “Bonus Plan”), the sales compensation plan (which encompasses the sales commission payments for our Chief Revenue Officer and former Chief Customer Officer), and long-term equity incentives. We believe that these compensation elements provide balanced incentives for our executive officers and are guided by our overarching philosophy of paying for demonstrable performance.

The compensation provided to our named executive officers for the year-ended December 31, 2022, or fiscal year 2022, is detailed in the “Executive Compensation – 2022 Summary Compensation Table” below.

Our named executive officers for fiscal year 2022, which consisted of our principal executive officer, our principal financial officer, the next two most highly compensated executive officers, and a former executive officer who would have been a named executive officer if not for him resigning before the end of the fiscal year, were:

Management Changes in 2022 and 2023

On May 9, 2022, Mr. Hahnfeld resigned from his position as Chief Customer Officer, effective June 30, 2022. As part of his Separation Agreement (as defined in “Executive Compensation – Marty Hahnfeld” below), Mr. Hahnfeld entered into an advisor agreement with us. For more information about Mr. Hahnfeld’s Separation Agreement, please refer to the section titled “Executive Compensation – Marty Hahnfeld” below. In connection with Mr. Hahnfeld’s resignation, our board of directors, upon the recommendation of our compensation committee, appointed Mr. Panama as our Chief Revenue Officer, effective July 5, 2022.

Effective January 18, 2022, Ms. Das, who was serving as our Chief Legal Officer and Corporate Secretary, was appointed our Chief Operating Officer, alongside continuing her then-current roles. In January 2023, Ms. Das resigned from her position as Corporate Secretary, effective January 17, 2023, and as Chief Operating Officer and Chief Legal Officer, effective March 31, 2023. In connection with Ms. Das’ resignation, our board of directors appointed Robert Morvillo as General Counsel and Corporate Secretary, effective January 17, 2023.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2022. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why our compensation committee and our board of directors arrived at the specific compensation decisions for our named executive officers in 2022 and discusses the key factors that were considered in determining their total compensation.

Executive Summary

Who We Are

We are a leading open SaaS platform for restaurants that enables hospitality at every guest touchpoint. Millions of orders per day run on our on-demand commerce engine, providing restaurants a single source to understand and serve every

Executive Compensation

guest from every channel, whether direct or third-party. With integrations to over 300 technology partners, our customers can build personalized guest experiences in and outside of their four walls, utilizing one of the largest and most flexible restaurant tech ecosystems on the market. Over 600 restaurant brands trust us to grow their digital sales, do more with less, and make every guest feel like a regular.

2022 Business Highlights

2022 was a pivotal year of inflection for Olo as we continued our post-IPO transformation and introduced our new mission to serve as the engine of hospitality. Some notable highlights include:

Named Executive Officer Compensation Highlights

Based on our overall operating environment and our business results, our compensation committee took the following key actions with respect to the compensation of our named executive officers for and during 2022:

Relationship Between Pay and Performance

We design our executive compensation program to align the attraction, motivation, and retention of our executive officers, including our named executive officers, and other senior management, with the goal of promoting the interests of our stockholders. To ensure this balance, we seek to ensure that a meaningful portion of our executive officers’ annual target total compensation opportunity is both “at-risk” and variable in nature.

We emphasize variable compensation that appropriately rewards our executive officers through the following two principal compensation elements:

Executive Compensation

These variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

We believe that these compensation elements provide balanced incentives for our executive officers to meet our business objectives and drive long-term growth. To ensure that we remain aligned with our compensation philosophy, our compensation committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our performance over this period.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our compensation committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2022:

What We Don’t Do:
				No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or arrangements to our executive officers other than the plans and arrangements that are available to all eligible U.S. employees. Our executive officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other eligible employees.
				No Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control.
				No Pledging or Hedging Shares of our Common Stock. We prohibit our employees, including our executive officers, and the members of our board of directors from pledging or hedging shares of our common stock.
				No Automatic Increases in Executive Compensation. Our compensation committee conducts a thorough review of our executive compensation program annually and makes necessary adjustments.
				No Excessive Perquisites. We do not provide excessive perquisites and other personal benefits to our executive officers.
				No Excessive Risk Taking. We review our compensation-related risk profile annually to ensure that our compensation programs do not encourage unnecessary or excessive risk taking.

Executive Compensation

What We Don’t Do:
				No Guaranteed Bonus. Our named executive officers’ bonuses are not guaranteed and are subject to objective performance-based measures.

Advisory Votes and the Role of Stockholders

At the Annual Meeting, we will be conducting a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers. Our stockholders will be given the opportunity to express a preference as to whether future non-binding advisory votes on the compensation of our named executive officers should be held every one year, two years, or three years. Please refer to Proposal 3 in this proxy statement for more information. We will also be conducting a non-binding stockholder advisory vote on the approval of the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). Please refer to Proposal 4 in this proxy statement for more information.

We value the opinions of our stockholders. Our board of directors and our compensation committee will consider the outcome of such non-binding advisory votes, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Compensation Philosophy and Objectives

We structure the annual compensation of our executive officers using a combination of the following principal elements: base salary, annual cash bonus opportunities, sales commission payments, and long-term equity incentives. The design of our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide compensation programs that are competitive, rewards achievement of our business objectives, and aligns our employees’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

We have not adopted policies or employed guidelines for allocating total compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As described below, our compensation committee considers a variety of factors in formulating and proposing the appropriate annual mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

Executive Compensation

Compensation-Setting Process

Role of Compensation Committee

Our compensation committee discharges the responsibilities of our board of directors relating to the compensation of our executive officers, including our named executive officers, the non-employee members of our board of directors, other senior management, and non-executive employees, as appropriate. Our compensation committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers.

In carrying out its responsibilities, our compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes recommendations and decisions that it believes furthers our philosophy or aligns with developments in best compensation practices, and reviews the performance of our executive officers and senior management when making recommendations and decisions with respect to their compensation.

Our compensation committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at investors.olo.com. Our compensation committee retains Compensia as its compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, our compensation committee exercises its own judgment in determining the compensation of our executive officers, including our named executive officers, and senior management.

Setting Target Total Compensation

Each year, our compensation committee conducts an annual review of the target total compensation of our executive officers, including our named executive officers, and senior management, as appropriate. Typically this occurs during the first quarter of the year.

Our compensation committee targets the 50th percentile of market data when reviewing the target total compensation of our executive officers. In determining the target total compensation of our executive officers, our compensation committee relies primarily on their general experience and subjective considerations of various factors, including the following:

Executive Compensation

These factors provide the framework for formulating and determining the target total compensation for each executive officer, including each named executive officer. No single factor is determinative in these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable.

Our compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in determining the target total compensation of our executive officers. The members of our compensation committee consider this information in light of their individual experience, their knowledge of us, the competitive market, and of each executive officer and their business judgment in making decisions.

Our compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or to make specific compensation decisions with respect to our executive officers. Instead, in determining the compensation of our executive officers, our compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels.

Role of Management

In discharging its responsibilities, our compensation committee works with members of our management, including our Chief Executive Officer. Our management assists our compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. Our compensation committee solicits and reviews our Chief Executive Officer’s proposals with respect to executive compensation program structures, as well as any recommendations for adjustments to base salary, annual cash bonus, sales commission payments, long-term equity incentives, and other compensation-related matters for our executive officers, including our named executive officers, and senior management (except with respect to our Chief Executive Officer’s own compensation), based on our Chief Executive Officer’s evaluation of their performance for the prior fiscal year.

Performance of our executive officers, including our named executive officers, is reviewed annually by our Chief Executive Officer. Each executive officer is evaluated based on the level of success in accomplishing their annual business objectives and their overall performance for the year. The annual business objectives for each executive officer are developed through mutual discussion and alignment between our Chief Executive Officer and each executive officer, and takes into account our overall business objectives.

Our Chief Executive Officer’s evaluations, along with any recommendations for adjustments to compensation, are shared with our compensation committee for review and discussion. Our compensation committee utilizes these evaluations and recommendations as just one factor in determining the compensation of our executive officers, including our named executive officers. Our Chief Executive Officer also attends meetings of our board of directors and our compensation committee at which executive compensation matters are addressed, except with respect to discussions involving our Chief Executive Officer’s own compensation.

Role of Compensation Consultant

Our compensation committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the recommendations and decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to our compensation committee and its chair, and serves at the discretion of our compensation committee, which reviews the engagement annually.

Executive Compensation

In 2022, our compensation committee engaged Compensia, a national compensation consulting firm, to serve as its independent compensation consultant and to advise on executive compensation matters.

During 2022, Compensia attended the meetings of our compensation committee (both with and without management present), as requested, and provided various services, including the following:

Compensia also coordinated with our management for data collection and job matching for our executive officers and senior management. In 2022, Compensia did not provide any other services to us.

Our compensation committee has evaluated its relationship with Compensia to ensure that it believes that the compensation consultant is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2022. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), the listing standards of the NYSE, and such other factors as were deemed relevant under the circumstances, our compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. In addition, our compensation committee evaluated the independence of its other outside advisors to our compensation committee, including outside legal counsel, considering the same independence factors, and concluded their work for our compensation committee does not raise any conflicts of interest.

Competitive Positioning

Our compensation committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. Generally, this compensation peer group consists of SaaS companies, with a focus on enterprise software companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors that our compensation committee uses to determine the compensation of our executive officers, including our named executive officers, and senior management.

Executive Compensation

In August 2021, our compensation committee directed Compensia to review and update our compensation peer group to reflect current market conditions, to remove both acquired or to be acquired companies and companies which fell meaningfully above or below best practice size ranges, and to retain key peer companies identified by management and our compensation committee. In identifying and selecting the companies to comprise the updated compensation peer group, Compensia considered the following primary criteria:

The updated compensation peer group for fiscal year 2022, as approved by our compensation committee in October 2021, consisted of the following companies: