At Snap, we maintain a corporate governance structure that empowers us to drive positive impact in all that we do, and contributes to our culture of transparency, honesty, and kindness. In 2022, we remained committed to attracting Board members who bring a diverse range of perspectives and life experiences. Our tax program focused on being fair and providing a meaningful economic contribution to the communities where we operate. We continued to prioritize data governance and help the industry develop standards for non-financial metrics.

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Board and Committees

Our Board of Directors consists of two Executive Officers and eight Independent Directors, with a non-executive and independent Chairperson. Each of our three standing Board committees — the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee — is chaired by and composed of independent Directors. We are committed to attracting Board members who bring a diverse range of perspectives and life experiences, which can help us make decisions that best align with our mission and values.

In 2022, four of our independent Directors identified as female and three identified as BIPOC.

Stock and Voting Structure

Snap has three classes of common stock. Class A common stock is non-voting and is listed on the NYSE as our only class of publicly-traded stock. Holders of our Class B and C common stock are entitled to one vote and 10 votes per share, respectively, and must convert their voting shares into Class A common stock in order to sell them on the NYSE. As a result of the Class C common stock they hold, our co-founders — Chief Executive Officer Evan Spiegel and Chief Technology Officer Bobby Murphy — currently have majority voting control over matters submitted to our stockholders for approval.

We recognize that this type of founder control is not typically favored by proxy advisors and certain institutional investor associations. However, we believe our corporate governance structure helps us withstand the short-term pressures of the quarterly earnings cycle so we can pursue our long-term vision.

Tax Strategy

At Snap, we view tax not just as a legal obligation, but as a way to appropriately support the communities where we operate — in other words, we view it as part of our overall corporate mission. We understand that our tax strategy is an important element of earning the trust of our customers, business partners, governments, and the public. This includes doing the right thing even when no one is looking. We want our tax structure to follow the commercial substance of our business — we don’t want  tax considerations pushing our business to do things it wouldn’t normally do.

We don’t and won’t operate in tax havens, and do not have any stateless income that is not subject to tax. Our profits are fully subject to tax in jurisdictions where we have substantive business operations. For the year ended December 31, 2022, our total tax contribution was approximately $1.2 billion.

Data Governance

Snap invests significant resources into data governance, integrity, and accuracy. These efforts give us confidence in the data that we report to the public and use for our own business decisions. We see providing accurate data, along with helping the industry establish standards, as core to our company’s integrity.

While financial metrics have long been the subject of detailed accounting guidance and federal regulation, this has not been the case for non-financial metrics such as user counts and advertising demographics. Snap collaborates with others in our industry to develop trustworthy and principle-based standards for non-financial metrics.