Skillz (NYSE: SKLZ) sets 2025 virtual meeting, director slate and pay terms

Rhea-AI Filing Summary

Skillz Inc. will hold its 2025 Annual Meeting of Stockholders as a virtual-only event on December 29, 2025, where stockholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor for 2025, and approving a non‑binding advisory vote on executive compensation, along with any other proper business.

Chief Executive Officer and Chairman Andrew Paradise beneficially owns 100% of the Class B common stock and about 87.02% of total voting power, so he can determine the outcome of all proposals, including the director slate. The company qualifies as a New York Stock Exchange “controlled company” and uses the exemption allowing non‑independent members on its nominating committee, while maintaining audit and compensation committees composed of independent directors.

In governance and capital allocation, Skillz repurchased 979,848 Class A shares from Wildcat entities in December 2024 at $7.00 per share, for roughly $6.8 million, eliminating their more‑than‑6% holding. For 2024, named executive officers received base salaries (including $525,000 for the CEO), equity awards for the Chief Financial Officer, and no annual cash bonuses, and the company reported a 2024 net loss of about $46.8 million.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant   ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

SKILLZ INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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December 18, 2025

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillz Inc. (the “Company,” “Skillz,” “we,” “our” or “us”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/SKLZ2025 on December 29, 2025, at 10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using your 16-digit control number, which can be found on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.

We have included with this letter, a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Skillz from documents we have filed with the Securities and Exchange Commission (the “SEC”).

On or about December 18, 2025, we will mail to our stockholders our proxy materials.

You are being asked at the Annual Meeting to vote on the following matters:

1.
To elect the directors and nominees named in this proxy statement to serve on the Board of Directors (the “Board”);

2.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.
To provide an advisory vote to approve the Company’s executive compensation; and

4.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and FOR the other proposals by following the voting instructions contained in the proxy statement.

Sincerely,

Andrew Paradise

Chief Executive Officer and Chairman of the Board of Directors

This proxy statement is dated December 18, 2025 and is first being made available to stockholders on December 18, 2025.

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6625 Badura Ave

Las Vegas, Nevada 89118

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS

To Be Held on December 29, 2025

The Annual Meeting of Stockholders (the “Annual Meeting”) of Skillz Inc. (the “Company,” “Skillz,” “we,” “our” or “us”) will be held on Monday December 29, 2025, at 10:00 a.m. Pacific Time, through a virtual web conference. Online check-in will be available beginning at 9:30 a.m. Pacific Time. Please allow ample time for the online check-in process. The items of business are:

Date:

December 29, 2025

Time:

10:00 a.m. Pacific Time (1:00 p.m. Eastern Time)

1.

Election of the directors and nominees named in this proxy statement to serve on the Board;

Record Date:

November 17, 2025

2.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

Virtual Meeting Site:

www.virtualshareholder meeting.com/SKLZ2025

3.

A non-binding advisory vote on the Company’s executive compensation; and

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL, OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.

4.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board has fixed the close of business on November 17, 2025, as the record date (the “Record Date”) for determining holders of our Common Stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. To participate in the Annual Meeting, you will need your 16-digit control number, which can be found on your proxy card or on any additional voting instructions accompanying these proxy materials.

By Order of the Board,

Nikul Patel

Interim General Counsel

Date: December 18, 2025

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ELECTION OF DIRECTORS (PROPOSAL NO. 1)			1
DIRECTORS AND MANAGEMENT			2
Director Biographical Information			2
Executive Officers of the Company			6
CORPORATE GOVERNANCE			7
Structure of the Board			7
Criteria for Selection of Directors			7
Committees of the Board			7
Board and Committee Self-Evaluations			9
Controlled Company Exemption			9
Independence of Directors			9
Board’s Role in Risk Oversight			9
Other Board Information			10
Recommendation of Directors by Stockholders			12
Director Compensation Program			13
2024 Director Compensation Table			14
Security Ownership of Certain Beneficial Owners, Directors and Management			15
Delinquent Section 16(a) Reports			16
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			17
EXECUTIVE COMPENSATION			18
Report of the Compensation Committee			18
Compensation Discussion and Analysis			19
2024 Summary Compensation Table and Related Narrative			26
Outstanding Equity Awards at 2024 Fiscal Year-End			26
Potential Payments upon Termination			28
Executive Officer and Director Hedging Policy			29
Pay Versus Performance			31
Equity Compensation Plan Information			36
AUDIT COMMITTEE REPORT			38
FEES OF INDEPENDENT ACCOUNTANTS			39
Pre-Approval Policies and Procedures			39
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 (PROPOSAL NO. 2)			40
NON-BINDING VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL NO. 3)			42
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			43
STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS			46
OTHER MATTERS			46

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ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the seven individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2026 or until their successors, if any, are elected or appointed. Our Fifth Amended and Restated Certificate of Incorporation (the “Charter”) and our Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

Our Chief Executive Officer and Chairman of the Board, Mr. Paradise, beneficially owns 100% of the Company’s Class B Common Stock and controls a majority of the voting power of all outstanding capital stock. As a result, Mr. Paradise has the power to elect each of the nominees named in this proxy statement.

All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by the Board. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.

Name

Position

Audit Committee

Compensation Committee

Nominating Committee

Andrew Paradise

Chief Executive Officer and Chairman of the Board

C

Anthony Cabot

Independent Director

X

Casey Chafkin

Director

X

Henry Hoffman(1)

Independent Director

X

X

Alexander Mandel

Independent Director

C

Gary Vecchiarelli(2)

Independent Director Nominee

Kent Wakeford(3)

Independent Director

X

C

“C” = Chair of Committee

“X” = Member of Committee

(1)
Mr. Hoffman currently serves as a member of the Audit Committee and as a member of the Compensation Committee. At the conclusion of the Annual Meeting, it is expected that Mr. Hoffman will be appointed to serve as a member of the Audit Committee and as Chair of the Compensation Committee.

(2)
In November, 2025, our Board, based upon the recommendation of the Nominating Committee, nominated Mr. Vecchiarelli to be elected as a member of the Board at the Annual Meeting. Mr. Vecchiarelli does not currently serve as a member of the Board, however, contingent and effective upon his election to the Board at the Annual Meeting, it is expected that Mr. Vecchiarelli will be appointed to serve as a member of the Audit Committee and as a member of the Compensation Committee.

(3)
Mr. Wakeford currently serves as a member of the Audit Committee and as Chair of the Compensation Committee. As described above, contingent and effective upon the election of Mr. Vecchiarelli to the Board at the Annual Meeting, it is expected that Mr. Wakeford will no longer serve the Board in either of those roles.

Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

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DIRECTORS AND MANAGEMENT

Director Biographical Information

The names of our directors, certain biographical information about our directors, and the experiences, qualifications, attributes or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of December 18, 2025.

    ANDREW PARADISE
Chief Executive Officer and Chairman of the Board
Age: 43
Board Committees:
• Nominating Committee (Chair)

Mr. Paradise is our Chief Executive Officer, Chairman of the Board, and founder. Since co-founding Skillz in 2012, he has grown the company into the first publicly traded mobile games platform, hosting billions of tournaments and distributing millions in prizes each month. Prior to Skillz, Mr. Paradise founded AisleBuyer, a mobile self-checkout company acquired by Intuit (NASDAQ: INTU) in 2012. Earlier in his career, Mr. Paradise worked in private equity and venture capital. He holds more than 90 patents to his name. Mr. Paradise’s industry experience, leadership abilities and strategic insight make him a valued member of the Board.

    CASEY CHAFKIN
Director
Age: 41
Board Committees:
• Nominating Committee

Mr. Chafkin has served on the Board since the establishment of Skillz’ Board and is a co-founder of the Company. Since its founding in 2012 until August 2024, Mr. Chafkin served the Company in a variety of C-Suite roles. Prior to Skillz, Mr. Chafkin was the VP of Business Development for AisleBuyer (now Intuit GoPayment) (NASDAQ: INTU) from 2010 to 2012. He is an expert in mobile payments and performance marketing. Mr. Chafkin received his B.S. in economics from Duke University and his MBA from Harvard Business School. As a leader, entrepreneur, and co-founder, Mr. Chafkin has been featured in outlets such as CNBC, VentureBeat, and Silicon Valley Business Journal. Mr. Chafkin’s leadership and business experience, along with his experience in the industry make him a valued member of the Board.

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    HENRY HOFFMAN
Director
Age: 42
Board Committees:
• Audit Committee⁽¹⁾
• Compensation Committee⁽¹⁾

Mr. Hoffman has served on the Board since August 2022. Mr. Hoffman is a Partner at SL Advisors, Portfolio Manager of the SL Advisors MLP & Infrastructure SMA strategies and also Co-Portfolio Manager of the Catalyst Energy Infrastructure Fund. Mr. Hoffman is co-creator of the American Energy Indices, with a deep passion for the energy infrastructure space. Mr. Hoffman has been with SL Advisors since 2010. Before joining SL Advisors, Mr. Hoffman worked as a buy-side equity analyst for PNC Capital Advisors and a private equity real estate analyst for PNC Realty Investors. Mr. Hoffman graduated from Duke University with a Bachelor of Science in economics and a minor in chemistry. Mr. Hoffman’s extensive experience in the financial services industry makes him a valued member of the Board.

(1)
Mr. Hoffman currently serves as a member of the Audit Committee and as a member of the Compensation Committee. At the conclusion of the Annual Meeting, it is expected that Mr. Hoffman will be appointed to serve as a member of the Audit Committee and as Chair of the Compensation Committee.

    ANTHONY CABOT
Director
Age: 69
Board Committees:
• Nominating Committee

Mr. Cabot has served on the Board since October 2024. Anthony Cabot held the position of Distinguished Fellow of Gaming Law at the UNLV Boyd School of Law until May 2023, overseeing the esteemed gaming law program. For over two decades, he shared his expertise not only with students but also with legislators and regulators worldwide. Prior to transitioning to academia full-time in March 2018, Professor Cabot spent 37 years practicing gaming law. Notably, he chaired the gaming law practice and served on the executive committee at Lewis Roca Rothgerber Christie LLP. Since the outset of his career in 1981, Professor Cabot has been instrumental in shaping significant gaming legislation both domestically in Nevada and on the international stage. Known for his prolific writing, he has authored or edited thirteen books on gaming-related topics, including “Sports Wagering in America: Policies, Economics, and Regulation” (2018), “Regulating Land-based Casinos” (2nd ed. 2018), “The Law of Gambling and Regulated Gaming: Cases and Materials” (3rd ed. 2021), “Regulating Internet Gaming: Challenges and Opportunities” (2013), and “Practical Casino Math” (2nd ed. 2005). Additionally, he is a founding member and former president of the International Masters of Gaming Law.

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    ALEXANDER MANDEL
Director
Age: 55
Board Committees:
• Audit Committee (Chair)

Mr. Mandel has served on the Board since January of 2023 and is an independent financial consultant. He served as Chief Financial Officer of the Influential Network Inc., a privately-held influencer marketing company, from January 2022 through September 2023, and as Interim Chief Financial Officer through December 2023. From January 2019 through December 2021, he served as Chief Financial Officer of Fluent, Inc. (NASDAQ: FLNT) and as an independent financial consultant to the company from July 2018 through December 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp (NASDAQ: IAC). From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc. (NASDAQ: TREE), including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in Economics from Tufts University and his Masters of Business Administration from Columbia Business School. Mr. Mandel’s decades of financial experience, coupled with his deep understanding of user acquisition, makes him a valued member of the Board.

    GARY VECCHIARELLI
Director
Age: 48
Board Committees:
• None⁽²⁾
 

Mr. Vecchiarelli has been nominated for election to serve as an independent director of the Board. Mr. Vecchiarelli, is currently Chief Financial Officer of CleanSpark, Inc. (NASDAQ:CLSK). CleanSpark is one of the world’s largest bitcoin miners and corporate holders of bitcoin. He has served as CFO since joining CleanSpark in December 2021 and has more than two decades of experience across finance and accounting leadership roles. He has guided CleanSpark through numerous acquisitions, equity capital raises, and strategic debt financings. His financial leadership has helped build CleanSpark’s strong balance sheet enabling it to become one of the largest corporate holders of bitcoin. Prior to CleanSpark, Gary held senior positions with multiple publicly traded, high-growth companies. Mr. Vecchiarelli opened BDO USA LLP’s Las Vegas audit practice, where he served as Manager from 2008 through 2011, before leading finance operations as Chief Financial Officer of Galaxy Gaming, Inc. (OTC: GLXZ) from May 2012 through December 2016, and then served as Senior Vice President of Finance at Golden Entertainment, Inc. (NASDAQ:GDEN) from January 2017 through February 2019. He took the position of Chief Financial Officer for Imatrex, Inc., a high-tech medical imaging solutions company from July 2019 to September 2021. Mr. Vecchiarelli holds a bachelor’s degree in business administration with a concentration in accounting from California State University at San Jose. Mr. Vecchiarelli has been a licensed CPA since 2006 and has active licenses in the states of California and Nevada. In 2014, Mr. Vecchiarelli was named to the 2014 Class of Las Vegas’s “40 under 40” list of accomplished young professionals by VEGAS INC. magazine. Since 2014, Mr. Vecchiarelli has served on the board of directors for the Las Vegas Chapter of Financial Executives International and was President of the chapter from 2016-2017. Since 2018, Mr. Vecchiarelli has also been a member of the board of directors for Doral Academies of Las Vegas, one of the top charter school systems in the state of Nevada. The Company believes that Mr. Vecchiarelli’s decades of financial experience, coupled with his strong background in emerging technologies, will make him a valued member of the Board.

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(2)
In November, 2025, our Board, based upon the recommendation of the Nominating Committee, nominated Mr. Vecchiarelli to be elected as a member of the Board at the Annual Meeting. Mr. Vecchiarelli does not currently serve as a member of the Board, however, contingent and effective upon his election to the Board at the Annual Meeting, it is expected that Mr. Vecchiarelli will be appointed serve as a member of the Audit Committee and as a member of the Compensation Committee.

    KENT WAKEFORD
Director
Age: 56
Board Committees:
• Audit Committee⁽³⁾
• Compensation Committee⁽³⁾

Mr. Wakeford has been an independent director of Skillz since 2020 and has more than 20 years of experience in the technology, digital media, ad tech, gaming and esports industries. Mr. Wakeford has co-founded multiple companies, including Gen.G Esports (“Gen.G”), tvScientific, Colossal Inc. (“Colossal”), Integral Ad Science, and Rally Networks. Mr. Wakeford currently serves as Co-Chief Executive officer of Form Bio since 2022 and as a director of tvScientific since 2017. Since February 2025, Mr. Wakeford also has been a member of the Aarki board of directors and since July 2025, as a member of the UCLA Board of Advisors. Mr. Wakeford previously served as Chief Operating Officer of Colossal from March 2021 to September 2022 and in various roles at Gen.G, including President, Chief Operating Officer and Vice Chairman of the Board of Directors, from June 2017 to October 2022. He has extensive experience in the game industry having served as Chief Operating Officer of Kabam from 2014 to 2017, where he helped grow Kabam to a globally diverse game company with over 1,000 employees in seven countries. Kabam games were played by over 500 million people around the world and generated over a billion dollars in revenue. Mr. Wakeford helped lead the sale of Kabam to Netmarble Games for $800 million. Mr. Wakeford is a co-inventor on over 80 issued patents in the game industry and a prolific industry spokesperson featured in Bloomberg, CNBC, The Wall Street Journal, Los Angeles Times, and ESPN. Mr. Wakeford received an undergraduate degree from the University of California, Los Angeles and a Juris Doctor from the University of Southern California. Mr. Wakeford’s leadership experience and industry experience make him a valued member of the Board.

(3)
Mr. Wakeford currently serves as a member of the Audit Committee and as Chair of the Compensation Committee. As described above, contingent and effective upon the election of Mr. Vecchiarelli to the Board at the Annual Meeting, it is expected that Mr. Wakeford will no longer serve the Board in either of those roles.

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Executive Officers of the Company (as of December 18, 2025)

Andrew Paradise
 
Chief Executive Officer
 
Age: 43 See “Directors and Management—Director Biographical Information” above for a description of Mr. Paradise’s experience.

Nikul D. Patel
 
Interim General Counsel
 
Age: 38 Mr. Patel joined the Company as a corporate secondee in July 2023 from King & Spalding LLP and was appointed as the Interim General Counsel on March 10, 2024. Prior to that, Mr. Patel was a Senior Associate at King & Spalding LLP since May 2021. Prior to joining King & Spalding LLP, Mr. Patel was an associate at Womble Bond Dickinson (US) LLP from March 2017 to May 2021. Mr. Patel received his Juris Doctorate from the University of North Carolina School of Law and a Bachelor of Arts in Psychology from the University of North Carolina at Chapel Hill.

Gaetano Franceschi
 
Chief Financial Officer
 
Age: 53 Mr. Franceschi joined the Company on January 8, 2024 to serve as the Chief Financial Officer of the Company. Mr. Franceschi will be terminated from his role as Chief Financial Officer effective as of January 12, 2026 and will be terminated from employment effective as of January 31, 2026. Prior to joining Skillz, Mr. Franceschi served as the Senior Vice President and Head of Finance of Compass from March 2023 until December 2023, where he also served as the Vice President and Head of Finance from May 2021 to February 2023. Prior to Compass, a real estate technology company, Mr. Franceschi served as the CFO of Amazon Games from August 2019 until April 2021, and served as the CFO of Amazon Web Services Data Center General Services from April 2017 to July 2019. Prior to that, Mr. Franceschi served in a variety of positions at Citi from November 2011 to March 2017, including CFO of Corporate Real Estate, Global Head of FP&A Ops & Tech, and CFO of Global Re-engineering. Mr. Franceschi holds a Master’s in Business Administration from Columbia University and a Bachelor of Science in Industrial Engineering from Northwestern University.

Todd Valli
 
Chief Accounting Officer
 
Age: 51 Mr. Valli joined the Company in July 2025 to serve as the Chief Accounting Officer. Prior to joining Skillz, Mr. Valli served as the Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer of Everi Holdings Inc., a gaming supplier that provides casino operators gaming and financial technology products and services, from September 2015 to July 2025. Prior to that, Mr. Valli served as Vice President of Corporate Finance and Investor Relations for Everi Holdings Inc., among other responsibilities, from September 2011 to September 2015. Mr. Valli holds an active Certified Public Accountant license in both the State of Nevada and Alaska. Mr. Valli received his Bachelor of Science in Business Administration with a concentration in Managerial Finance and his Master of Business Administration with a dual concentration in Finance and Marketing from the University of Nevada, Las Vegas.

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CORPORATE GOVERNANCE

Structure of the Board

Our business and affairs are managed under the direction of our Board. Our directors have been elected to serve a term ending at the Annual Meeting. Pursuant to our Charter, the number of our directors will generally be determined from time to time by resolution of the Board and currently may not exceed nine members unless approved in accordance with the Charter. Our Board currently consists of six persons and all six are standing for reelection. Effective immediately following the Annual Meeting, contingent upon the election of Mr. Vecchiarelli to the Board, we expect that the size of the Board will be increased to seven members to account for Mr. Vecchiarelli’s election.

Criteria for Selection of Directors

The Nominating Committee is responsible for identifying individuals that are qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Pursuant to our Corporate Governance Guidelines, the Nominating Committee may take into account many factors and seek individuals with backgrounds and qualities that, when combined with those of the Company’s incumbent directors, provide a blend of skills and experience to further enhance the effectiveness of the Board. Consideration will be given to individual qualifications, including, but not limited to: relevant career experience; strength of character; judgment; familiarity with the Company’s business and industry; independence of thought; ability to work collegially; diversity of background and perspective, for example, with respect to age, place of residence, specialized experience and global perspective; and all other factors deemed appropriate. Such other factors may include, but are not limited to: existing commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations; corporate governance background; financial and accounting background; executive compensation background; relevant industry experience and technical skills; and the size, composition and combined expertise of the existing Board.

Committees of the Board

The standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Nominating Committee. The Board may from time to time establish other committees.

Skillz’s Chief Executive Officer and other executive officers regularly report to the non-executive directors and the Audit Committee, the Compensation Committee and the Nominating Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are available on our website at https://investors.skillz.com/governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement.

Audit Committee

The Audit Committee currently consists of Messrs. Mandel (Chair), Hoffman and Wakeford. Effective at the conclusion of the Annual Meeting, contingent upon the election of Mr. Vecchiarelli at the Annual Meeting, we expect that the Audit Committee will consist of Messrs. Mandel (Chair), Hoffman and Vecchiarelli. Each current member of the Audit Committee, and each member of the Audit Committee who will serve immediately following the Annual Meeting, qualifies as an independent director under the New York Stock Exchange (the “NYSE”) corporate governance standards applicable to audit committee members and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all such members are financially literate. Each of Mr. Mandel and Mr. Vecchiarelli qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the NYSE. The primary purpose of the Audit Committee is to assist the Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) Skillz’s independent registered public accounting firm’s qualifications, independence and performance, (4) the performance of Skillz’s internal audit function, and (5) to prepare the audit committee report required by the SEC to be included in Skillz’s proxy statement.

Compensation Committee

The Compensation Committee consists of Messrs. Wakeford (Chair) and Hoffman. Effective at the conclusion of the Annual Meeting, contingent upon the election of Mr. Vecchiarelli at the Annual Meeting, we expect that the Compensation Committee will consist of Messrs. Hoffman (Chair) and Vecchiarelli. Each current member of the Compensation Committee, and each member of the Compensation Committee who will serve immediately following the Annual Meeting, qualifies as (i) an

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“independent director” under the NYSE Listing Rules (ii) an “outside director” under Section 162(m) of the Internal Revenue Code (the “Code”) and (iii) “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to (1) setting Skillz’s compensation program and compensation of its executive officers and directors, (2) monitoring Skillz’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in Skillz’s proxy statement under the rules and regulations of the SEC.

The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. In 2024, the Compensation Committee continued its engagement with Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, as an independent compensation consultant to assist with advice on executive compensation, director compensation, and incentive plan design.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during fiscal year 2024, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating Committee consists of Messrs. Paradise (Chair), Chafkin and Cabot. Mr. Cabot is a non-employee director and is independent as defined in the listing standards of the NYSE. Mr. Paradise is an employee director and neither Messrs. Paradise nor Chafkin is independent. The Company is availing itself of the “controlled company” exception with respect to the requirement that the Nominating Committee be composed of entirely independent directors. See “Corporate Governance—Controlled Company Exemption” for more information. The primary purpose of the Nominating Committee is to assist the Board in discharging its responsibilities relating to (1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate governance principles applicable to Skillz and (5) overseeing the evaluation of the Board and management.

Continuation of 2022 Special Task Force on Material Weakness Remediation

In 2022, in light of the discovery of material weaknesses in change management procedures and controls, the Board formed a special task force comprised solely of independent directors (the “Special Task Force”). The Special Task Force was charged with monitoring the remediation efforts of the material weaknesses. The task force continued its work throughout 2024. In 2024, the Special Task Force consisted of Mr. Wakeford and Mr. Mandel.

Special Transactions Committee

In December 2024, in light of interest shown by certain institutional shareholders to sell their shares back to the Company, the Board formed a special transactions committee comprised solely of independent directors (the “Special Transactions Committee”). The Special Transactions Committee was charged with evaluating and approving any share repurchases from such institutional investors. The Special Transactions Committee consisted of Mr. Wakeford, Mr. Hoffman, and Mr. Cabot.

Special Litigation Committee

In July 2023 the Company formed a Special Litigation Committee (the “SLC”) to investigate certain stockholder demand letters challenging Andrew Paradise’s equity compensation. The committee consisted of Kevin Chessen (who resigned in November 2023), and Alexander Mandel.

Special Committee

In September 2024, the independent members of the Board formed a special committee comprised solely of independent directors (the “Special Committee”) for the purpose of considering adjustments to the compensation levels and arrangements for Mr. Paradise, the Company’s Chief Executive Officer and controlling stockholder. The Special Committee consisted of Mr. Wakeford and Mr. Hoffman.

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Board and Committee Self-Evaluations

At Skillz, we are strong believers in continuous improvement. To that end, our Board utilizes a comprehensive, multi-part process for its ongoing self-evaluation to ensure that the Board is operating effectively and that its processes reflect best practices. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board and committee effectiveness. The Company’s Nominating Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and solicit feedback for enhancement and improvement. The Board conducts an annual self-evaluation to review the effectiveness of the Board and its committees.

Each committee also performs a self-evaluation on an annual basis, which is held in executive session for the Audit and Compensation Committees and led by the committees’ respective chairs. Self-evaluation items requiring follow-up and execution are monitored on an ongoing basis by the Board, each of the committees, and by management. While this self-evaluation is conducted on an annual basis, the evaluation process is an ongoing process throughout the year, with the respective Chairman consistently soliciting feedback from independent directors on the functioning of the Board.

Controlled Company Exemption

Our Chief Executive Officer and Chairman of the Board, Mr. Paradise, beneficially owns 100% of the Company’s Class B Common Stock and controls a majority of the voting power of all outstanding capital stock. As a result, the Board has determined Skillz is a “controlled company” within the meaning of corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Skillz has elected to take advantage of the exemptions pertaining to the independence of the Nominating Committee. If Skillz ceases to be a “controlled company” and its shares continue to be listed on the NYSE, we will be required to comply with all applicable NYSE corporate governance standards and, depending on the Board’s independence determination with respect to its then-current directors, Skillz may be required to add additional directors to its Board in order to achieve such compliance within the applicable transition periods.

Independence of Directors

NYSE rules generally require that independent directors must comprise a majority of a listed company’s board of directors. As a controlled company, we are exempt from such requirements. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. The Board has made director independence determinations with respect to each of our current directors. Based on the NYSE independence guidelines, the Board has affirmatively determined that: (i) four of our current directors, Messrs. Hoffman, Mandel, Cabot and Wakeford (A) have no relationships or only immaterial relationships with us, (B) meet the NYSE independence guidelines with respect to any such relationships and (C) are independent; (ii) two of our current directors Messrs. Paradise and Chafkin are not independent as Mr. Paradise is our Chief Executive Officer and Mr. Chafkin was our Chief Strategy Officer until he resigned effective August 23, 2024; and (iii) the proposed director nominee, Mr. Vecchiarelli, (A) has no relationships or only immaterial relationships with us, (B) meets the NYSE independence guidelines with respect to any such relationships and (C) is independent.

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Compensation Committee and the Nominating Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance-related risks and monitors the effectiveness of our corporate governance guidelines. The Board believes that the administration of its risk oversight function has not affected its leadership structure.

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Particularly, with respect to cybersecurity risk, our Board is responsible for overseeing the Company’s enterprise risk and collaborates with our management in the oversight of our risk management program, of which cybersecurity represents an important component. To ensure robust oversight, the Company is establishing a Security Council, led by its Principal Security Engineer, that is comprised of senior leaders, including the Company’s Chief Executive Officer, Controller, Chief Financial Officer, and Interim General Counsel. The Security Council has primary management oversight responsibility for assessing and managing risks related to information security, fraud, vendor oversight, data protection and privacy, and the Company’s cybersecurity program, as well as responsibility for management of our information security systems, and reports to the Board on cybersecurity risks.

The Company has established policies, standards, processes and practices designed to assess, identify, and manage material risks from cybersecurity threats. The Company has devoted significant financial and personnel resources to implement and maintain security measures in an effort to meet regulatory requirements and customer expectations, and intends to continue to make significant investments in our data and cybersecurity infrastructure. The Company’s cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach. Key security, risk, and compliance stakeholders meet periodically to develop strategies designed to preserve the confidentiality, integrity and availability of Company and customer information, identify, prevent and mitigate cybersecurity threats, and to attempt to effectively respond to cybersecurity incidents. The Company maintains controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in an informed and timely manner. The Company’s cybersecurity policies, standards, processes and practices are periodically assessed by consultants and external auditors. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of the Company’s information security control environment and operating effectiveness. The results of significant assessments are reported to management, the Board and the Audit Committee. Cybersecurity processes are adjusted, as appropriate, based on the information provided from these assessments. In addition to the Company’s ongoing ordinary course cybersecurity oversight procedures, the Company also has a security incident response framework in place. The Company uses this incident response framework as part of the process it employs to keep its management and the Board informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Other Board Information

Leadership Structure of the Board

We believe that the structure of our Board and its committees provides strong overall management of our Company. In accordance with our Corporate Governance Guidelines, our Board does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive Officer should be separate. Our Board, in consultation with our Nominating Committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our Corporate Governance Guidelines, from time to time, our Board may determine that it should have a Lead Independent Director who may perform such additional duties as our Board may otherwise determine and delegate. Our Nominating Committee will periodically consider our Board’s leadership structure and make recommendations to change the structure as it deems appropriate. Currently, Mr. Paradise serves as our Chief Executive Officer and Chairman of the Board and we do not have a Lead Independent Director. As a founder of our Company, Mr. Paradise is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. The Board believes that this overall structure meets the current corporate governance needs and oversight responsibilities of the Board. Mr. Paradise oversees all Board meetings. Moreover, the Board believes that the independent directors, who comprise a majority of the Board, provide effective oversight of management.

Director Attendance at Board Meetings and Annual Meeting of Stockholders

In 2024, the Board held 4 meetings, the Audit Committee held 4 meetings, the Compensation Committee held 3 meetings and the Nominating Committee held 3 meetings. The Board and the Nominating Committee recognize the importance of director attendance at Board and committee meetings. In 2024:

• All directors attended all Board meetings; and

• Attendance for committee meetings was at least 75% for each director.

Other than Andrew Paradise, none of the other directors serving on the Board at the time of the Skillz’s 2024 Annual Meeting of Stockholders attended the meeting. Skillz has no formal policy on director attendance at annual meetings of stockholders, but members of the Board are strongly encouraged to attend annual meetings of stockholders.

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Meetings of Non-Employee Directors

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Additionally, executive sessions of the non-management directors are led by the Chairs of the Compensation and Audit Committees, respectively, at least once per year.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at https://investors.skillz.com/governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement. To the extent required by law, we expect to disclose any amendments to the code, or any waivers of its requirements, on our website.

Corporate Governance Guidelines

Our Board adheres to governance principles designed to ensure the continued vitality of the Board and excellence in the execution of its duties. The Board has had in place a set of corporate governance guidelines reflecting these principles, including the Board’s policy of requiring a majority of the Board to be comprised of independent directors (except as otherwise permitted by NYSE rules), the importance of stock ownership by the Board to align the interests of directors and stockholders, and access by the Board to Company management and independent advisors. These guidelines are available on our website at https://investors.skillz.com/governance/governance-documents. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale and/or other dispositions of its securities by directors, officers and employees, and that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to trading in its securities. Among other requirements, the Company’s insider trading policy prohibits individuals from engaging in transactions involving the common stock of the Company while such individuals are in possession of material, nonpublic information about the Company. The insider trading policy prohibits individuals from disclosing material, nonpublic information about the Company to others who may trade on the basis on that information. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on December 11, 2025.

Practices Related to Timing of Equity Awards

Neither the Board nor the Compensation Committee takes into account material non-public information when determining the timing or terms of equity awards, nor does the Company time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant stock options to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, the Company did not award any stock options to named executive officers during 2024.

Communications to the Board

Stockholders and interested parties can contact the Board (including the Chairman of the Board and non-employee directors) through email at nonmanagement-directors@skillz.com or through written communication sent to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Nikul D. Patel, Interim General Counsel. Our Corporate Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is directed to the Board or that, in the opinion of the Corporate Secretary, deals with the functions of the Board or Board committees or that he otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are promptly brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at https://investors.skillz.com. To the extent required by law, we expect to disclose any amendments to the code, or any waivers of its requirements, on our website.

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Communications of a confidential nature can be made directly to our non-employee directors or the Chair of the Audit Committee regarding any matter, including any accounting, internal accounting control or auditing matter, by submitting such concerns to the Audit Committee. Any submissions to the Audit Committee should be marked confidential and addressed to the Chair of the Audit Committee, c/o Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118.

Recommendation of Directors by Stockholders

In accordance with its charter, the Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Section 1.10 of the Bylaws for nominations by stockholders of persons to serve as directors. The Nominating Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Nominating Committee, as described above.

Pursuant to Section 1.10 of the Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be made by any stockholder of record of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, our Secretary at the Company’s principal executive offices not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the 120^th day prior to such annual meeting and not later than the close of business on the later of (A) the 90^th day prior to such annual meeting and (B) the tenth day following the day on which public disclosure of the date of such annual meeting is first made.

The stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder proposes to recommend for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice is given as set forth in Section 1.10 of the Bylaws. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Nikul D. Patel, Interim General Counsel and Corporate Secretary. See “Stockholder Proposals for 2025 Annual Meeting of Stockholders.” In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Skillz’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

A copy of our Bylaws has been filed as Exhibit 3.8 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on November 6, 2025.

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Director Compensation Program

The Skillz non-employee director compensation program is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Skillz stock to further align their interests with those of our stockholders. In 2024, our non-employee director compensation program provided the following compensation components:

• An annual cash retainer of $45,000;

• An annual cash retainer of $25,000 for the chair of the Audit Committee, $25,000 for the chair of the Compensation Committee and $10,000 for the chair of the Nominating Committee;

• An annual cash retainer of $12,500 for members of the Audit Committee, $12,500 for members of the Compensation Committee and $5,000 for members of the Nominating Committee;

• An initial grant of restricted stock units (“RSUs”) under the Skillz Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”) upon each director’s election to office; the RSUs have a target value of $400,000 (with the number of RSUs being determined using the volume weighted average price (“VWAP”) on the NYSE of a share of Class A Common Stock over the fifteen (15) trading day period preceding the grant date) and vest ratably on an annual basis over four years;

• An annual grant of RSUs under the Omnibus Plan with a target grant value of $200,000 (with the number of RSUs being determined using a fifteen (15) trading day VWAP preceding the grant date) for each director who has completed at least six months’ service, which vests after one year; the Company may pay such grant in cash in lieu of equity.

• Meeting fees of $10,000 per meeting for participation on the Special Task Force; and

• An additional annual cash retainer of $25,000 for serving as our non-executive chair and $15,000 for serving as our lead director, in each case, if applicable.

Director Compensation Consultant: The Compensation Committee retains Pearl Meyer, a national compensation consulting firm, to assess trends and developments in director compensation practices and to compare the Company’s practices against them. The Compensation Committee uses the analysis prepared by the consultant as part of its periodic review of Skillz’s director compensation practices. Other than the foregoing consulting services and the services provided to the Compensation Committee with respect to Executive Compensation (as set forth under the heading “Executive Compensation; Compensation Discussion and Analysis; How Compensation Decisions Are Made; Role of Compensation Consultants” below), Pearl Meyer did not provide any other material services to the Company in 2024.

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2024 Director Compensation Table

The following table provides information concerning the compensation of each non-employee director who served on the Board in 2024. Mr. Paradise did not receive any additional compensation for his service as a director of the Company during 2024 and Mr. Chafkin did not receive any additional compensation for his service as a director of the Company while he served as the Chief Strategy Officer of the Company. All dollar amounts are rounded to the nearest whole dollar.

	Name			Fees Earned or Paid in Cash ($)(1)			Stock Awards(2) ($)			All Other Compensation ($)			Total
	Anthony Cabot(3)			157,500			—			—			157,500
	Henry Hoffman			397,500			127,226			—			524,726
	Alexander Mandel			511,875			86,230			—			598,105
	Seth Schorr(4)			243,504			62,814			—			306,318
	Kent Wakeford			489,375			141,085			—			630,460
	Casey Chafkin(5)			—			—			—			—

(1)
Excludes expense reimbursements. We reimburse our directors for expenses incurred to attend board meetings.

(2)
The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted to the non-employee directors in 2024, computed in accordance with FASB ASC Topic 718. See Note 14 to Skillz’s audited consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. As of December 31, 2024, our non-employee directors who were members of the Board on such date held the following outstanding and unvested equity awards: Anthony Cabot 76,190 RSUs; Henry Hoffman 7,021 RSUs; Alexander Mandel 21,204 RSUs; and Kent Wakeford 64,516 RSUs.

(3)
Mr. Cabot joined the Board on October 4, 2024.

(4)
Mr. Schorr left the Board on September 19, 2024. Upon his resignation from the Board in September 2024, Mr. Schorr’s unvested RSUs were forfeited for no consideration in accordance with the terms set forth in the Omnibus Plan.

(5)
Mr. Chafkin became a non-employee director upon his resignation as the Chief Strategy Officer of the Company effective August 23, 2024. Mr. Chafkin received no compensation for his services as a director during the 2024 fiscal year following his resignation and transition to a non-employee director.

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Security Ownership of Certain Beneficial Owners, Directors and Management

The following table sets forth information regarding the beneficial ownership of our Class A Common Stock and Class B Common Stock as of November 17, 2025 by: (a) each of our directors, nominees and named executive officers; (b) all directors, nominees and executive officers as a group; and (c) each person who is known to us to own beneficially more than 5% of the Company’s Common Stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership, the Company deemed outstanding shares of its Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

The percentage ownership of Common Stock is based on 11,806,402 shares of Class A Common Stock and 3,430,063 shares of Class B Common Stock outstanding as of November 17, 2025. Unless otherwise indicated or subject to applicable community property laws, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock of the Company beneficially owned by them. Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Skillz Inc., 6625 Badura Avenue, Las Vegas Nevada 89118.

	Beneficial Owner			Number of shares of Class A Common Stock			% of Class A Common Stock			Number of shares of Class B Common Stock			% of Class B Common Stock			% of Total Voting Power**
	Andrew Paradise(1)			1,368,296			11.24%			3,430,063			100%			87.02%
	Casey Chafkin(2)			835,357			7.04%			—			—			1.04%
	Henry Hoffman(3)			10,532			*			—			—			*
	Anthony Cabot(4)			19,048			—			—			—			—
	Alexander Mandel(5)			14,134			*			—			—			*
	Seth Schorr(6)			—			*			—			—			*
	Kent Wakeford(7)			99,692			*			—			—			*
	Gaetano Franceschi(8)			65,359			—			—			—			*
	Nikul Patel(9)			—			*			—			—			*
	Directors and Executive Officers as a Group (Eight Individuals)(10)			2,412,418			19.54%			3,430,063			100%			88.32%
	Five Percent Holders:			51
	ARK Investment Management LLC(11)			1,204,471			10.20%			—			—			1.50%
	Atlas Venture Fund, IX L.P.(12)			1,148,146			9.72%			—			—			1.43%

*
Denotes less than 1%

**
Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single class. Each share of Class B Common Stock is entitled to 20 votes per share, and each share of Class A Common Stock is entitled to one vote per share.

(1)
Includes 362,304 shares of restricted stock units that have vested but not yet distributed due to blackout rules.

(2)
Includes (i) 11,033 shares of restricted stock units that have vested but not yet distributed due to blackout rules; (ii) 51,344 vested stock options which expire November 4, 2028 and (iii) 3,372 shares of restricted stock units that will vest within 60 days from November 17, 2025 . Mr. Chafkin has since resigned as Chief Strategy Officer of the Company effective August 23, 2024. Mr. Chafkin continues to serve as a director on the Board.

(3)
Includes 3,510 shares of restricted stock units that have vested but not yet distributed due to blackout rules.

(4)
Represents 19,048 shares of restricted stock units that will vest within 60 days from November 17, 2025.

(5)
Includes 7,067 shares of restricted stock units that have vested but not yet distributed due to blackout rules.

(6)
Mr. Schorr left the Board in September 2024. Upon his resignation from the Board in September 2024, Mr. Schorr’s unvested RSUs were forfeited for no consideration in accordance with the terms set forth in the Omnibus Plan.

(7)
Includes 16,433 shares of restricted stock units that have vested but not yet distributed due to blackout rules.

(8)
Includes 65,359 shares of restricted stock units that have vested but not yet distributed due to blackout rules. Mr. Franceschi will be terminated from his role as Chief Financial Officer effective as of January 12, 2026 and will be terminated from employment effective as of January 31, 2026.

(9)
Information contained in the table is based on the Form 3 filed with the SEC on May 8, 2024. Mr. Patel was appointed as our Interim General Counsel and Corporate Secretary on March 11, 2024.

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(10)
Includes all current directors and executive officers.

(11)
Information contained in the table above and this footnote is based on a Schedule 13G filed with the SEC on February 9, 2022 by Ark Investment Management LLC (“Ark Investment”). Ark Investment is the beneficial owner of 1,204,741 shares, with sole dispositive power as to all such shares, sole voting power as to 1,140,323 shares and shared voting power as to 39,973 shares. The Schedule 13G contained information as of December 31, 2021, and may not reflect current holdings of our Class A Common Stock. Ark Investment’s principal place of business is 3 East 28th Street, 7th Floor, New York, New York 10016.

(12)
Information contained in the table above and this footnote is based on a schedule 13D filed with the SEC on December 28, 2020 by Atlas Venture Fund IX, L.P. (“Atlas Fund IX”), Atlas Venture Associates IX, L.P. (“Atlas Associates IX”) and Atlas Venture Associates IX, LLC (“Atlas Associates IXLLC” and collectively, the “Atlas Reporting Persons”) and after giving effect to the sale of 37,747 shares of Class A Common Stock and Skillz’s public offering completed on March 23, 2021. Atlas Reporting Persons are the beneficial owner of 1,148,146 shares, with shared dispositive power and shared voting power as to all such shares. Atlas Associates IX is the sole general partner of Atlas Fund IX, Atlas Associates IXLLC is the sole general partner of Atlas Associates IX. Each of the Atlas Reporting Persons disclaims beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. The Schedule 13D contained information as of December 16, 2020, and may not reflect current holdings of our Class A Common Stock. Atlas Reporting Persons’ principal place of business is 56 Wareham Street, Floor 3, Boston, MA 02118.

Delinquent Section 16(a) Reports

Based upon our review of reports filed with the SEC and written representations that no other reports were required, we believe that all of our directors, executive officers and beneficial owners of more than ten percent of our equity securities complied with the reporting requirements of Section 16(a) of the Exchange Act during 2024, with the exception of (i) a Form 3 filed late on May 8, 2024, Nikul Patel’s initial beneficial ownership, and (ii) a Form 4 filed late on September 9, 2024, reporting an award for Gaetano Franceschi, (iii) a Form 4 filed late on September 10, 2024, reporting transactions for Andrew Paradise and (iv) a Form 4 filed late on October 4, 2024, reporting an award for Kent Wakeford, each due to an inadvertent administrative error.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Board has adopted a written related party transaction approval policy pursuant to which the Audit Committee will review and approve or take such other action as it may deem appropriate with respect to the following transactions:

• a transaction in which we are a participant and which involves an amount exceeding $120,000 and in which any of our directors, officers or 5% stockholders, or any other “related person” as defined in Item 404 of SEC Regulation S-K (“Item 404”), has or will have a direct or indirect material interest; and

• any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404.

Notwithstanding the Company’s related party transaction approval policy, in the case of stock repurchases, the Board authorized the creation of a Special Transactions Committee, consisting of independent directors to negotiate, review and approve transactions in which the Company would purchase large blocks of outstanding stockholder equity.

Share Repurchase

On December 10, 2024, the Company entered into Share Repurchase Agreements (the “Share Repurchase Agreements”) with Wildcat Capital Management, LLC and Wildcat Partner Holdings, LP (the “Wildcat Parties”). Prior to the transaction, the Wildcat Parties owned more than 6% of our Class A Common Stock in the aggregate. Pursuant to the Share Repurchase Agreements, the Company agreed to repurchase 961,532 shares of its Class A Common Stock from Wildcat Partner Holdings, LP at a price of $7.00 per share, for a total purchase price of $6.7 million and 18,316 shares of its Class A Common Stock from Wildcat Capital Management, LLC at a price of $7.00 per share, for a total purchase price of $0.1 million collectively, the “Share Repurchase Transactions”), which in the aggregate comprised all of the shares of Class A Common Stock beneficially owned by the Wildcat Parties. The Share Repurchase Agreements contain customary representations and warranties, and closed on December 10, 2024. The Share Repurchase Transactions were approved by a Special Transactions Committee of the Board of Directors.

There were no other related party transactions requiring Audit Committee approval in 2024.

Certain Directors Provide Consulting Services to the Company

Mr. Chafkin, the former Chief Strategy Officer and current non-independent director of the Company, entered into a Letter Agreement with the Company on September 19, 2024 (the “Chafkin Letter Agreement”), under which Mr. Chafkin provides consulting services to the Company and will continue to do so through the date of completion of certain services set forth in the Chafkin Letter Agreement. As consideration for the consulting services, the Company provides to Mr. Chafkin a monthly salary of $5,000 and, upon Mr. Chafkin’s request and subject to Company approval, additional compensation at the rate of $250 per hour for services rendered exceeding a monthly twenty-hour threshold.

Prior Strategic Advisor Arrangement with Mr. Cabot

In determining director independence, our Board reviews other transactions with related persons. As required by Item 407(a)(3) of Regulation S-K, our Board considered the following transaction in evaluating Mr. Cabot’s independence:

Prior to joining the Company’s Board in October 2024, Mr. Cabot previously served as a strategic advisor to the Company providing advisory services to the Company. As consideration for the services, the Company paid Mr. Cabot $115,000. Since Mr. Cabot’s appointment to the Board, he has provided no advisory services to the Company and has solely served as an independent director.

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EXECUTIVE COMPENSATION

Report of the Compensation Committee of the Board

Set out below is the Compensation Discussion and Analysis, which is a discussion of Skillz’s executive compensation programs and policies written from the perspective of how we and management view and use such programs and policies. Given the Compensation Committee’s role in providing oversight to the design of those programs and policies, and in making specific compensation decisions for senior executives using those programs and policies, the Compensation Committee participated in the preparation of the Compensation Discussion and Analysis, reviewing successive drafts of the document and discussing those with management. The Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. We join with management in welcoming readers to examine our pay practices and in affirming the commitment of these pay practices to the long-term interests of stockholders.

Members of the Compensation Committee

Kent Wakeford (Chair)

Henry Hoffman

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Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers for 2024 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this discussion.

Overview

Our Compensation Discussion and Analysis describes the compensation paid to our named executive officers in 2024 and is organized into the following sections:

• Named Executive Officers

• Compensation Philosophy and Strategy

• How Compensation Decisions Are Made

• Key Components of Skillz’s Executive Compensation Program and 2024 Compensation Decisions for NEOs

• Additional Information About Skillz’s Executive Compensation Program

• Employment Arrangements

• Consulting Arrangement

Named Executive Officers

The following discussion and analysis relates to the compensation arrangements for 2024 of (i) our principal executive officer and (ii) the two most highly compensated persons, other than our principal executive officer, who were serving as executive officers at the end of our fiscal year ended December 31, 2024 (our “named executive officers” or “NEOs”). For the fiscal year ended December 31, 2024, Skillz’s named executive officers were:

• Andrew Paradise, Chief Executive Officer;

• Gaetano Franceschi⁽¹⁾, Chief Financial Officer; and

• Nikul Patel⁽²⁾, Interim General Counsel.

(1)
Mr. Franceschi was appointed as Chief Financial Officer on January 8, 2024. Mr. Franceschi will be terminated from his role as Chief Financial Officer effective as of January 12, 2026 and will be terminated from employment effective as of January 31, 2026.

(2)
Mr. Patel was appointed as Interim General Counsel effective March 10, 2024.

Compensation Philosophy & Strategy

At Skillz, our mission is to build the competition layer of the internet. This is a long-term mission, and our compensation programs are designed to reflect this. Whereas salary or wages are intended to meet our employees’ near-term liquidity needs, we believe that compensation for the individuals who are responsible for our Company’s strategic direction and operations should motivate them to achieve sustainable stockholder value and/or tangible milestones rather than to simply remain at Skillz or maintain the status quo.

Accordingly, the key objectives of Skillz’s compensation program are to:

• Provide a total compensation package that will enable Skillz to attract and engage the highly qualified senior leaders needed to drive success in today’s highly competitive marketplace;

• Align the interests of our executive team with those of our equity holders;

• Balance rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time without excessive risk-taking; and

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• Reward for strong performance.

We evaluate our compensation philosophy and programs regularly and evolve them as circumstances merit with oversight by the Compensation Committee, particularly with respect to executive and director compensation. For example, if our stock price experiences significant movement over a short period of time that results in a persistent change to equity compensation, certain adjustments may be considered to align our compensation program to their intended purposes.

How Compensation Decisions Are Made

An employee’s compensation, at any level, reflects that employee’s value to the business, taking into account the market value of their skills, their individual contribution and business results. To be sure we appropriately assess the value of our senior executives, Skillz utilizes the following evaluation process:

1. Develop Performance Commitments.

All Skillzians, including the Chief Executive Officer and our executive officers, develop goals, both qualitative and quantitative, that they seek to achieve in a particular year in support of the business in consultation with their supervisors and, for our executives, the Board and/or Compensation Committee. The Board reviews and approves the Chief Executive Officer’s performance goals and formally reviews progress and outcomes.

2. Determine Annual Bonus Payouts.

Evaluation of Chief Executive Officer by the Compensation Committee - The Chair of the Compensation Committee works directly with the Compensation Committee’s compensation consultant to provide a decision-making framework for use by the Compensation Committee in determining annual incentive payouts for the Chief Executive Officer. This framework considers the Chief Executive Officer’s self-assessment of performance against commitments in the year, both qualitative and quantitative, and also considers progress against strategic objectives, as well as an analysis of the Company’s total performance over the year. The Compensation Committee considers all of this information in developing its recommendations, which are then presented to the independent members of the Board for further review, discussion, and final approval. The Compensation Committee meets regularly in executive session. Our Chief Executive Officer is not present during Compensation Committee deliberations or votes on his compensation and also recuses himself from sessions of the Board where the Board acts on the Compensation Committee’s recommendations regarding his compensation.

Evaluation of Executive Officer Results by the Chief Executive Officer and the Compensation Committee - Executive officers work with their managers throughout the year to update their own results against their stated goals. The self-assessments of the executive officers are reviewed by the Head of People Operations and the Chief Executive Officer, who evaluate the information. Following this in-depth review and taking into account the Company’s performance, the Chief Executive Officer makes compensation recommendations to the Compensation Committee based on an evaluation of the executive officers’ compensation for the year, and the Compensation Committee ultimately decides whether to approve or adjust the Chief Executive Officer’s recommendations. The Compensation Committee then presents the compensation decisions for the Chief Executive Officer to the independent members of the Board for ratification.

3. Set Competitive Target Pay.

Benchmarking - Skillz utilizes several compensation surveys that provide general trend information and details on levels of salary, target annual incentives and long-term incentives, the relative mix of short- and long-term incentives, and mix of cash and stock-based pay. Given the battle for talent that exists in our industry, the benchmark companies that are used by the Compensation Committee to guide its decision making have included a broad range of key information technology companies and size appropriate (at the time of adoption) companies in the following industries: gaming, media and entertainment. The surveys and benchmark data are supplemented by input from the Compensation Committee’s outside consultant on factors such as recent market trends. The Compensation Committee reviews and approves this list annually. In setting 2024 target compensation levels for the NEOs, the Company used the peer group detailed below. This peer group was determined by the Compensation Committee based on an in-depth review by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s size (revenue and market capitalization), growth and evolution.

2024 Benchmark Group
Avid Technology, Inc.			LivePerson, Inc.			Smartphoto Group NV
DraftKings Inc.			Magnite, Inc.			Vimeo, Inc.

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Everbridge, Inc.			nCino, Inc.			Zuora, Inc.
Fastly, Inc.			PLAYSTUDIOS, Inc.
Integral Ad Science Holding Corp.			Riot Platforms, Inc.

Individual Compensation - For individual compensation decisions, the benchmark information is used together with an internal view of individual performance relative to other executives and recognizing that the skills and experience of our senior executives are highly sought after by other companies and, in particular, by our competitors. The Compensation Committee does not benchmark directly to the peer group, but rather uses it as a frame of reference in determining executive compensation. Because factors such as performance and retention, as well as size and complexity of the job role, are considered when compensation decisions are made, the cash and total compensation for an individual named executive officer may be higher or lower than the broader benchmark group.

Evaluation of Chief Executive Officer Target Pay by the Compensation Committee - The Chair of the Compensation Committee works directly with the Compensation Committee’s compensation consultant to provide a decision-making framework for use by the Compensation Committee in setting target compensation opportunities for the Chief Executive Officer. The independent members of the Board review and provide final approval. Where appropriate and as both previously disclosed and described in greater detail below, the Special Committee makes decisions with respect to Chief Executive Officer’s compensation arrangements, including the grant and terms and conditions of long-term compensation.

Evaluation of Executive Officers by the Chief Executive Officer and the Compensation Committee - The Chief Executive Officer makes compensation recommendations on the executive officers’ target compensation to the Compensation Committee. The Compensation Committee evaluates all of the factors considered by the Chief Executive Officer and reviews compensation summaries that tally the dollar value of all compensation and related programs, including salary, annual incentive, long-term compensation, deferred compensation, retention payments and pension benefits. These summaries provide the Compensation Committee with an understanding of how their decisions affect other compensation elements, and the impact of potential separations of employment or retirement. The Compensation Committee decides whether to approve or adjust the Chief Executive Officer’s recommendations for the NEOs. The Compensation Committee then presents the compensation decisions for the Chief Financial Officer to the independent members of the Board for ratification.

Role of Compensation Consultants - The Compensation Committee believes that independent advice is important in developing and overseeing our executive compensation program. The Compensation Committee has continued its engagement with Pearl Meyer to provide consulting services in relation to executive and director compensation decisions. Pearl Meyer reports directly to the Compensation Committee and only provides services to us on such matters as needed and as directed solely by the Compensation Committee. These services include providing guidance on trends in CEO, executive, and non-employee director compensation; the development of the specific components of our executive compensation program; and a competitive market assessment of our executive compensation program, including the composition of our compensation peer group. The Compensation Committee has assessed the independence of Pearl Meyer in accordance with applicable SEC and NYSE rules and confirmed that Pearl Meyer’s work does not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

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Key Components of Skillz’s Executive Compensation Program and 2024 Compensation Decisions for NEOs

The specific elements of Skillz’s executive compensation programs are:

	Component			Key Characteristics
	Salary			Salary is a market-competitive, fixed level of compensation.
	Annual Cash Bonus Program			At target, annual cash incentives provide a market-competitive total cash opportunity. Actual annual cash incentive payments are funded by the achievement of business performance against financial metrics and distributed based on annual performance scores, with top performers typically earning the greatest payouts and the lowest performers earning no incentive payouts.
	Performance Stock Units (“PSUs”)			Periodically, the Compensation Committee and/or the Chairman and Chief Executive Officer reviews outstanding stock-based awards for key executives. Depending on individual performance and the competitive environment for senior executive leadership talent, additional awards may be made in the form of PSUs to align executive compensation with stockholder interests or as part of a new hire grant.
	RSUs			RSUs vest over time for service to the Company. We view RSUs as a valuable retentive and incentivizing component of our compensation program.
	Perquisites and Other Benefits			Perquisites are intended to ensure safety and productivity of executives in order for them to be in the best position to complete their Company duties, though we do not view perquisites as a significant component of our executive compensation program. Perquisites include such things as personal security, personal assistant fees and executive coaching services.
	Post-Employment Savings Plans			U.S. employees, including our NEOs, may participate in the Skillz Inc. 401(k) Retirement Savings Plan by saving a portion of their pay in the plan. The Company provides matching contributions for this plan up to a maximum threshold in order to retain key employees by providing vehicles to plan for the future.

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Base Salaries

Base salaries established for Skillz’s NEOs are paid to attract and retain qualified talent and are set at a level that is commensurate with each executive’s duties and authorities, contributions, prior experience and sustained performance. For 2024, none of the NEOs received base salary increases. They were entitled to the following annual base salaries (which do not reflect pro-ration for any partial years of service completed in 2024):

	Name			2024 Base Salary (Effective January 1, 2024)
	Andrew Paradise			$525,000
	Gaetano Franceschi(1)			$400,000
	Nikul Patel(2)			$682,500

(1)
Mr. Franceschi’s base salary was effective as of his start date, which was January 8, 2024.

(2)
Mr. Patel’s base salary was effective as of his start date, which was March 10, 2024. Pursuant to an offer letter, during fiscal year 2024, Mr. Patel received a prorated annual base salary of $630,000. Prior to his appointment on March 10, 2024, Mr. Patel was a corporate secondee from King & Spalding LLP and received no compensation from Skillz.

Annual Cash Bonuses

In order to more closely align the Company’s annual bonus program with the interests of stockholders and the Company’s short-term operating goals, effective January 1, 2022, the Compensation Committee approved two significant modifications to the Company’s bonus program:

• Adopted corporate financial metrics that tie to the Company’s growth and profitability, and

• Based individual NEO payouts solely on the achievement against the adopted corporate financial metrics.

The Company sets business objectives at the beginning of each year. At the end of the year, performance for the Company is assessed against these predetermined financial targets in combination with the Compensation Committee’s assessment of an executive’s individual performance. An executive generally must be employed by the Company at the end of the performance period in order to be eligible to receive an annual bonus payout. This incentive design ensures payouts are aligned to the Company’s overall business performance.

For 2024, our NEOs had the following target bonuses.

	Name			Target Bonus (Effective January 1, 2024)
	Andrew Paradise			$525,000
	Gaetano Franceschi(1)			$400,000
	Nikul Patel(2)			$0

(1)
Mr. Franceschi’s target bonus was pro-rated for 2024 based on his January 8, 2024 start date.

(2)
Mr. Patel’s was not eligible for a target bonus for 2024.

Bonuses under the annual cash bonus program can be earned at threshold and target representing 75% and 100%, respectively, of the annual total incentive opportunity for each named executive officer. If Gross Less Prizes After Incentives performance was achieved at $108 million or $145 million, the bonus would payout at 75%, 100%, or 125%, respectively, of target. Gross Less Prizes After Incentives is not a generally accepted accounting principle (“GAAP”) financial performance metric. Gross Less Prizes After Incentives is determined by taking consolidated revenue and adjusting for engagement marketing expenses included in sales and marketing expenses. Accordingly, stockholders should not rely on this metric as an indicator of financial performance.

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If Adjusted EBITDA was achieved at $0 million or $21 million, the bonus would payout at 75% or 100%, respectively, of target. To the extent that performance exceeds target, additional spot awards may be provided. To the extent performance falls between threshold and target, interpolation is used to determine the amount of bonus payable. If less than threshold performance is achieved, no bonus is paid out.

For 2024, the Compensation Committee determined not to pay any bonuses under the annual cash bonus program to the Company’s NEOs.

Long Term Equity Incentive Grants

Our equity award program is the primary vehicle for offering long-term incentives to our named executive officers. The equity awards we have historically granted and currently grant include options to purchase shares of our Class A Common Stock and RSU awards that are settled in shares of our Class A Common Stock upon vesting, and we have granted to our named executive officers both awards that vest over a long-term period and awards that vest only upon the achievement of specified performance milestones, in each case subject to continued service. As a result, a significant portion of our named executive officers’ total compensation is at risk, depending on long-term stock price performance.

While we strive to offer a total level of compensation that is competitive within specific roles and geographical markets, we do not have an inflexible set of criteria for granting equity awards; instead, the Compensation Committee exercises its judgment and discretion, in consultation with our Chief Executive Officer and a compensation consultant. The Compensation Committee considers, among other things, the role and responsibility of the named executive officer, competitive market factors, the amount of stock-based equity compensation already held by the named executive officer, the impact of any dramatic changes in our stock price over a short period of time and the cash-based compensation received by the named executive officer, to determine the level and types of equity awards that it approves. We generally grant substantial one-time new hire equity awards to our employees, including executives, upon their commencement of employment with us, or upon their promotion to new positions. Additionally, as part of our ongoing executive compensation review and alignment process, we periodically grant additional equity awards to our executives.

The Compensation Committee meets periodically, including to approve equity award grants to our executives from time to time. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information.

CEO Long-Term Equity Grant

As previously disclosed, in November 2022, the Special Committee approved a long-term equity award to Mr. Paradise using a mix of 75% RSUs ($25.875 million grant date fair value) and 25% PSUs ($8.625 million grant date fair value). The RSUs were granted subject to the Company’s standard time-vesting schedule, continued service through each applicable vesting date and the terms of the Omnibus Plan, and as required under SEC rules, were reported in the 2023 proxy. The PSUs were granted on January 1, 2023, following the determination and approval of the performance metrics and targets by the Compensation Committee. As such, and as required under SEC rules, are reported in the Summary Compensation Table of the Definitive Proxy Statement on Schedule 14A that the Company filed with the SEC on October 21, 2024.

A Closer Look at the PSUs. Mr. Paradise received a grant of 9,661,525 PSUs, which vest over four, one-year periods (January 1, 2023 to December 31, 2023, January 1, 2024 to December 31, 2024, January 1, 2025 to December 31, 2025, January 1, 2026 to December 31, 2026) in each case subject to continuous service with the Company through each applicable vesting date and the attainment of certain corporate performance goals.

2024 Equity Awards Made to Other Named Executive Officers

In January 2024, the Compensation Committee approved an equity award for Mr. Franceschi who joined as the Chief Financial Officer. Mr. Franceschi was awarded 63,359 RSUs which vested 100% on the first anniversary of the grant date, generally subject to the NEO’s continued employment with the Company through the applicable vesting date. Mr. Franceschi was also awarded 63,359 PSUs. The award was scheduled to vest over one year according to the achievement of certain Company performance goals. Based on the Company’s performance during the performance period, Mr. Franceschi received no shares on the vesting date at the conclusion of the performance period.

Additional Information About Skillz’s Executive Compensation Program

Employee Stock Purchase Plan

In connection with the closing of the Skillz’s successful business combination with Flying Eagle Acquisition Corp. on December 16, 2020 (the “Business Combination”), we adopted the Skillz Inc. 2020 Employee Stock Purchase Plan (the “ESPP”),

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a broad-based benefit plan in which our employees, including our NEOs, may purchase shares of Skillz’s Class A Common Stock at up to a 15% discount. As of December 31, 2024, a total of 863,018 shares of Class A Common Stock were reserved for issuance pursuant to future grants under the ESPP. An additional 133,068 shares of Class A Common Stock were added to the share reserve as of January 1, 2025.

Employee Benefits

We provide standard health, dental, vision, life, and disability insurance benefits to our NEOs, on the same terms and conditions as provided to all other eligible employees. Our NEOs may also participate in our broad-based 401(k) plan, which includes a company match up to 3% of an employee’s eligible salary. The company match is fully vested at the time of the match. Mr. Patel did not participate in our 401(k) plan during the 2024 fiscal year, but is now participating during the 2025 fiscal year.

We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining qualified employees. Skillz did not maintain any executive-specific benefit or perquisite programs in 2024.

Clawback Policy

In compliance with the requirements under Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), our Board has adopted a recovery (“clawback”) policy with respect to any annual incentive payment or long-term incentive payment that may be received by an executive officer, where such payment would be predicated upon achieving certain financial results that were subsequently the subject of a restatement of our financial statements, and a lower payment would have been made to the executive based upon the restated financial results. In such a case, the Board has the authority to seek to recover from the executive officer the amount by which such officer’s incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

Hedging Policy

At Skillz, we believe that hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. These hedging transactions include use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. When an insider utilizes these hedging transactions, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, all members of the Skillz Board, as well as all Skillz officers and employees are prohibited from engaging in any such hedging transactions.

Compensation Program Risk Assessment

Our Compensation Committee, together with its independent compensation consultant, assesses and considers potential risks when reviewing and approving our compensation policies and practices for our executive officers and our employees. We have designed our compensation programs, including our incentive plans, with features to address potential risks while rewarding participants for achieving financial and strategic objectives through prudent judgment and appropriate risk taking. We believe that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on our business or our financial condition.

Employment Arrangements

All of our NEOs are employees-at-will and none of them have employment agreements with Skillz. Some of our executive officers have offer letters with the Company, including our NEOs:

Mr. Franceschi is party to an offer letter with the Company dated October 17, 2023, pursuant to which he serves as Chief Financial Officer of the Company (the “Franceschi Offer Letter”). He is paid a salary of $400,000 per year, and is eligible to receive annual target cash incentive compensation of $400,000 subject to achievement of certain performance goals. Mr. Franceschi is eligible for an annual RSU award equal to $400,000 of the Company’s Class A Common Stock, measured as of the grant date and subject to quarterly vesting over a one-year period.

Mr. Franceschi is eligible to receive an annual target PSU award equal to $400,000 of the Company’s Class A Common Stock determined as of the grant date and subject to achievement of certain performance goals.

Mr. Patel is party to an offer letter with the Company (the “Patel Offer Letter”) dated March 7, 2024, pursuant to which he serves as Interim General Counsel. He is paid a salary of $630,000 per year, and is eligible to receive severance as a Tier 3 Executive and Covered Executive with respect to the Company’s Executive Severance Plan.

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Consulting Arrangement

Mr. Chafkin, in connection with his resignation from his former role as Chief Strategy Officer, is party to the Chafkin Letter Agreement, pursuant to which Mr. Chafkin provides consulting services to the Company and will continue to do so through the date of completion of certain services set forth in the Chafkin Letter Agreement. As consideration for the consulting services, the Company provides to Mr. Chafkin a monthly salary of $5,000 and, upon Mr. Chafkin’s request and subject to Company approval, additional compensation at the rate of $250 per hour for services rendered exceeding a monthly twenty-hour threshold. All of Mr. Chafkin’s outstanding unvested equity awards will continue to vest for the term of the Chafkin Letter Agreement.

2024 Summary Compensation Table and Related Narrative

The following Summary Compensation Table shows information concerning the annual compensation for services provided to Skillz by our NEOs for the years ended December 31, 2024 and 2023. Certain other information is provided in the narrative footnotes following the Summary Compensation Table. All dollar amounts are rounded to the nearest whole dollar.

	Name and Position			Year			Salary ($)			Bonus ($)			Stock Awards ($)(1)			All Other Compensation ($)			Total ($)
	Andrew Paradise			2024			525,000			—			—			5,452(2)			530,452
	Chief Executive Officer			2023			525,000			—			—			20,259(3)			545,259
	Gaetano Franceschi			2024			376,923			—			424,180			82,846(4)			883,949
	Chief Financial Officer
	Nikul Patel			2024			468,058(5)			—			—			—			468,058
	Interim General Counsel

(1)
The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted to the NEOs, computed in accordance with FASB ASC Topic 718. See Note 14 to Skillz’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the 2024 fiscal year for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards granted in 2024. This column does not include any PSUs awarded by the Company in 2023 or 2024, as the performance metrics for all such awards were not achieved, and thus the awards were not considered granted pursuant to FASB ASC Topic 718.

(2)
Represents the value of 401(k) plan match contributions.

(3)
Consists of (i) $6,730, which represents the value of 401(k) plan match contributions; and (ii) $13,529 for untaken vacation time paid out.

(4)
Consists of: (i) $75,000, which represents the value of a moving allowance provided to Mr. Franceschi; (ii) $7,846, which represents the value of 401(k) plan match contributions.

(5)
Mr. Patel was appointed as Interim General Counsel effective March 10, 2024. Pursuant to an offer letter, during fiscal year 2024, Mr. Patel received a prorated annual base salary of $630,000. Prior to his appointment on March 10, 2024, Mr. Patel was a corporate secondee from King & Spalding LLP and received no compensation from Skillz.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table shows information regarding equity awards held by the NEOs that were outstanding as of December 31, 2024. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.

							Option Awards															Stock Awards
	Name(1)			Grant Date			Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)			Option Exercise Price ($)			Option Expiration Date			Number of shares or units of stock that have not vested (#)(3)			Market value of shares or units of stock that have not vested ($)(4)
	Andrew Paradise			12/16/2020			—			—			498,000			353.60			12/16/2030			—			—
				11/23/2022			—			—			—			—			—			815,193			4,100,421
	Gaetano Franceschi			1/8/2024			—			—			—			—			—			65,359			328,756
	Nikul Patel			None

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(1)
All outstanding equity awards as of December 31, 2024, as reported in this table, are denominated in Class A Common Stock.

(2)
The stock options shown in this column were awarded to Mr. Paradise in connection with the closing of the Business Combination, and they vest as described under the heading “Closing Option Grants,” below.

(3)
The shares of restricted stock and restricted stock units shown in this column vest (or vested) as follows:

• For Mr. Paradise’s November 23, 2022 RSU award, the RSUs listed in this column vest 25% on the first anniversary of the grant date and 6.25% in quarterly installments over the next three years. In addition, as required under SEC rules, the accounting grant date under FASB ASC Topic 718 is being reported here for Mr. Paradise’s RSU award, as opposed to the January 1, 2023 grant date set forth in his award agreement.

• For Mr. Franceschi, the RSUs listed in this column vested 100% on the first anniversary of the grant date and will settle once the Company becomes current with its periodic filings under the Securities and Exchange Act of 1934.

(4)
For purposes of this table, the market value of unvested shares of restricted stock is determined by multiplying the number of shares by $5.03, the closing price of a share of Class A Common Stock on December 31, 2024.

Closing Option Grants

In connection with the closing of the Business Combination (and as set forth in the “Outstanding Equity Awards at 2024 Fiscal Year End” table above), Mr. Paradise received, pursuant to the Omnibus Plan, nonqualified stock options to purchase, respectively, 498,000 shares of Class B Common Stock and 102,000 shares of Class A Common Stock. The options will vest in three equal increments as follows: (i) one-third (1/3) of the options will vest and become exercisable as of the date, following the grant date, that the VWAP on the NYSE of a share of Class A Common Stock over a ten (10) trading day period equals or exceeds 3.0x the VWAP of the shares as of the closing date of the Business Combination, (ii) one-third (1/3) of the options will vest and become exercisable as of the date, following the grant date, that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the closing date of the Business Combination, and (iii) one-third (1/3) of the options will vest and become exercisable as of the date, following the grant date, that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the closing date of the Business Combination. The exercise price per share subject to these options is $353.60, the closing price of a share of Class A Common Stock on the closing date of the Business Combination.

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Potential Payments Upon Termination or Change in Control

The Skillz Inc. Executive Severance and Change in Control Plan (the “Severance Plan”) was adopted by the Company in order to: (i) provide financial support to a select group of senior-level executives of Skillz, including the NEOs, in the period following the termination of their employment, (ii) recognize the valuable contributions made by eligible employees to the Company, and (iii) help attract and retain highly qualified employees who are essential to the Company’s success. Under the Severance Plan, a covered executive who experiences a qualifying termination is eligible to receive severance benefits based on the executive’s years of service and position, consisting of (i) cash severance equal to an amount ranging from three to eighteen months’ base salary, and (ii) healthcare continuation payments for a period ranging from three to eighteen months. In addition, an executive who experiences a qualifying termination in connection with a change in control (as such term is defined in the Omnibus Plan) is eligible to receive a portion of their target bonus.

Non-Change in Control Termination

Pursuant to the Severance Plan, in the event of a termination without cause or for good reason (each as defined in the Severance Plan), not in connection with a change in control, (i) Mr. Paradise would be eligible to receive severance benefits equal to 12 months of continued base salary and continued health and welfare coverage for 12 months, (ii) Mr. Franceschi would be eligible to receive severance benefits equal to 9 months of continued base salary and continued health and welfare coverage for 9 months and (iii) Mr. Patel would be eligible to receive severance benefits equal to 3 months of continued base salary and continued health and welfare coverage for 3 months. Any equity awards held by our NEOs that were granted under the Omnibus Plan in substitution for the pre-closing awards they had received under the Skillz Inc. 2017 Equity Incentive Plan (the “2017 Plan”), will also vest in full in the event of a termination by Skillz without cause or a resignation for good reason. The receipt of all severance benefits is subject to the NEO’s execution and non-revocation of a general release of claims. For purposes of these awards, “good reason” means, without the NEO’s consent, (i) the material reduction by Skillz of the executive’s duties, authority or responsibilities, taken as a whole, (ii) a material reduction in the executive’s target annual cash compensation (other than pursuant to a company-wide salary reduction applicable to similarly situated employees), (iii) a required relocation that increases the executive’s one-way commuting distance by more than 40 miles, or (iv) the failure of any successor to the Company to assume and agree to be bound by the terms and conditions of the Severance Plan.

The following table sets forth estimates of the benefits that our NEOs would have received in the event of a termination without cause or a resignation in a constructive termination or a termination due to death or disability, in each case not in connection with a change in control (assuming the termination occurred on December 31, 2024).

	Name			Cash Severance ($)			Equity Acceleration ($)(1)			Continued Benefits ($)			Total ($)
	Andrew Paradise			525,000			—			23,690			548,690
	Gaetano Franceschi			300,000			328,756			29,344			658,100
	Nikul Patel			170,625			—			8,465			179,090

(1)
Represents, for accelerated stock options, the positive spread, if any, between the closing price of our Class A Common Stock, as reported on the NYSE, of $5.03 per share on December 31, 2024 and the applicable stock option exercise price. For accelerated restricted stock, represents the value of all outstanding restricted shares multiplied by $5.03 per share. The column does not reflect stock options where the exercise price exceeds such closing price (for information about these stock options, see the “Outstanding Equity Awards at 2024 Fiscal Year End” table above). These amounts do not reflect whether the NEO has actually realized or will realize a financial benefit from the awards upon the vesting of the granted stock options, the exercise of the granted stock options or the sale of the shares underlying the granted stock options.

Change in Control

Pursuant to the Severance Plan, if a termination without cause or for good reason occurs within the three months prior to or 12 months following the consummation of a change in control (a “CIC Qualifying Termination”), the Severance Plan instead would provide (i) Mr. Paradise with 18 months of base salary, payable in a lump sum, 1.5 times his target bonus for the year of termination, and continued health and welfare coverage for 18 months, (ii) Mr. Franceschi 12 months of base salary, payable in a lump sum, his target bonuses for the year of termination, and continued health and welfare coverage for 12 months, and (iii) Mr. Patel with 6 months of base salary, payable in a lump sum, his target bonuses for the year of termination, and continued health and welfare coverage for 6 months. The receipt of all severance benefits is subject to the NEO’s execution and non-revocation of a general release of claims.

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The Severance Plan also provides that, in the event of a CIC Qualifying Termination, any outstanding and unvested time-based equity awards held by the NEOs under the Omnibus Plan will automatically vest in full, and any outstanding performance-vesting equity awards held by the NEOs under the Omnibus Plan will be treated as set forth in the Omnibus Plan and applicable award agreements (if any). The following table sets forth estimates of the benefits that our NEOs would have received in the event of a CIC Qualifying Termination (assuming the termination occurred on December 31, 2024).

	Name			Cash Severance ($)(1)			Equity Acceleration ($)(2)			Continued Benefits ($)			Total ($)
	Andrew Paradise			1,575,500			4,100,421			35,535			5,710,956
	Gaetano Franceschi			800,000			328,756			29,344			1,158,100
	Nikul Patel			341,250			—			16,930			358,180

(1)
Amounts reflect the sum of (i) the executive’s base salary payment and (ii) the product of the executive’s target bonus and applicable bonus multiple.

(2)
Represents (i) for accelerated restricted stock units and restricted stock, the market value of the shares underlying the accelerated awards as of December 31, 2024, based on the closing price of our Class A Common Stock, as reported on the NYSE, of $5.03 per share on December 31, 2024 and (ii) for accelerated stock options, the positive spread, if any, between the closing price of our Class A Common Stock, as reported on the NYSE, of $5.03 per share on December 31, 2024 and the applicable stock option exercise price. The column does not reflect stock options where the exercise price exceeds such closing price (for information about these stock options, see the “Outstanding Equity Awards at 2024 Fiscal Year End” table above). These amounts do not reflect whether the NEO has actually realized or will realize a financial benefit from the awards upon the vesting of the granted restricted stock units, performance stock units and stock options, the exercise of the granted stock options or the sale of the shares underlying the granted restricted stock units, performance stock units and stock options.

Executive Officer and Director Hedging Policy

The Company’s Insider Trading Policy prohibits the Company’s NEOs, other executive officers and directors from entering into hedging or monetization transactions involving our stock, from holding our securities in a margin account or pledging our securities as collateral for a loan. An excerpt of the policy is set forth below.

Hedging Transactions.

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, directors, officers and employees, as well as their family members and controlled entities, are prohibited from engaging in any such transactions.

Margin Accounts and Pledged Securities.

In order to avoid a margin sale or foreclosure sale at a time when a pledgor, who is a Company director, officer or employee, or their family members or controlled entities, is aware of inside information or otherwise is not permitted to trade Company securities due to a blackout period, no Company director, officer or employee, or their family members or controlled entities, may hold Company securities in a margin account or otherwise pledge (or hypothecate) Company securities as collateral for a loan without first obtaining prior approval from the Insider Trading Policy’s administrator (“Administrator”). Pre-clearance is required for such transactions because Company securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call and Company securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Any Company director, officer or employee, or their family members or controlled entities, preparing to pledge Company securities or hold such securities in a margin account must submit a request for approval to the Administrator at least two weeks prior to the proposed execution of documents evidencing the proposed pledge or margin account. In its request, such Company director, officer or employee, or their family members or controlled entities, shall:

• enclose copies of the governing documents evidencing the proposed pledge or margin account, which governing documents must provide such person with the opportunity to substitute or provide additional collateral or to repay the loan before the pledged Company securities may be sold;

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• undertake to the Company (in form and manner satisfactory to the Administrator and the Company) (i) to maintain adequate financial capacity to repay the loan or cover the margin call, as applicable, without resort to the pledged Company securities and (ii) to substitute or provide additional collateral or repay the loan in the event of a borrower default or margin call, as applicable, at a time when such person is aware of inside information or otherwise is not permitted to trade Company securities due to a blackout period; and

• undertake to provide to the Company such information as the Administrator and the Company may reasonably request to demonstrate the ability to satisfy the undertakings set forth in clauses (i) and (ii) above.

The above is not meant to restrict the rehypothecation or lending of securities held in a brokerage account; provided that the securities are permitted to be held in such account in accordance with the Insider Trading Policy.

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Pay Versus Performance

The below table sets forth the following information determined pursuant to the PvP disclosure rules for the previous three fiscal years (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively, (ii) the total and average total “compensation actually paid” (as determined in accordance with the PvP disclosure rules) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively, and (iii) the Company’s cumulative Total Shareholder Return (“Cumulative TSR”).

																Value of Initial Fixed $100 Investment Based on(4):
	Year(a)(1)			SCT Total for PEO(b)			Compensation Actually Paid to PEO(c)(2)			Average SCT Total for Non-PEO Named Executive Officers(d)(3)			Average Compensation Actually Paid to Non-PEO Named Executive Officers(e)(2)			Total Shareholder Return(f)			Net Loss (thousands) (h)
	2024			$530,452			$(1,888,239)			$676,003			$573,498			$1.11			$(46,790)
	2023			$545,259			$(5,326,369)			$555,134			$39,978			$1.37			$(101,360)
	2022			$26,423,093			$(68,061,530)			$5,142,309			$(5,408,957)			$2.24			$(438,875)

(1).
Mr. Paradise served as Principal Executive Officer (“PEO”) for all three years. The following individuals served as the Non-PEO NEOs for the covered years:

a.
For 2024, Messrs. Franceschi and Patel.

b.
For 2023, Messrs. Chafkin, Roswig, Dahlinghaus, and Ms. Edelman.

c.
For 2022, Messrs. Chafkin, Roswig, Lee and Bhardwaj and Ms. Edelman.

(2).
Represents Compensation Actually Paid (“CAP”) for our PEO and average CAP for our Non-PEO NEOs as a group, as computed in accordance with the PvP disclosure rules (determined as set forth below). The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years.

(3).
Amounts reflected in this column represents the average “Total Compensation” from the SCT and CAP for our Non-PEO NEOs as a group for the covered years.

(4).
These columns reflect the Company’s Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from December 31, 2021 through December 31, 2024. We have assumed that dividends have been reinvested. The resulting amounts assume that $100 was invested on December 31, 2021, in each of our Class A Common Stock and the stocks of our PvP Peer Group.

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CAP is determined by taking the “Total Compensation” column amount from the SCT for each covered fiscal year and adjusting as follows for our PEO and Non-PEO NEOs, respectively:

	Adjustments to Determine CAP for PEO
	Covered Fiscal Year			2024			2023			2022
	SCT Total for PEO			$530,452			$545,259			$26,423,093
	Pension Adjustments
	Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year			$—			$—			$—
	Add pension value attributable to covered fiscal year’s “service cost”			$—			$—			$—
	Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods			$—			$—			$—
	Equity Adjustments(i)
	Subtract fair value (as of grant date) reported in the “Stock Awards” column in the SCT for the covered fiscal year			$—			$—			$(25,875,000)
	Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end			$—			$—			$14,680,688
	Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year			$—			$—			$—
	Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year			$(2,251,575)			$(6,040,542)			$(35,950,016)
	Add/Subtract the change in fair value from the prior year-end to the vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year			$(167,116)			$168,914			$(16,488,295)
	Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year			$—			$—			$(30,852,000)
	Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year			$—			$—			$—
	Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year			$—			$—			$—
	TOTAL ADJUSTMENTS			$(2,418,691)			$(5,871,628)			$(94,484,623)
	CAP			$(1,888,239)			$(5,326,369)			$(68,061,530)

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	Adjustments to Determine Average CAP for Non-PEO Named Executive Officers as a Group
	Covered Fiscal Year			2024			2023			2022
	Average SCT Total for Non-PEO Named Executive Officers			$676,003			$555,134			$5,142,309
	Pension Adjustments
	Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year			$—			$—			$—
	Add pension value attributable to covered fiscal year’s “service cost”			$—			$—			$—
	Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods			$—			$—			$—
	Equity Adjustments(i)
	Subtract fair value (as of grant date) reported in the “Stock Awards” column in the SCT for the covered fiscal year			$(212,090)			$(100,635)			$(4,583,100)
	Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end			$109,585			$69,007			$1,212,551
	Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year			$—			$—			$138,192
	Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year			$—			$(401,365)			$(1,713,869)
	Add/Subtract the change in fair value from the prior year-end to the vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year			$—			$(37,011)			$(1,163,553)
	Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year			$—			$(45,152)			$(4,441,487)
	Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year			$—			$—			$—
	Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year			$—			$—			$—
	TOTAL ADJUSTMENTS			$(102,505)			$(515,157)			$(10,551,266)
	CAP			$573,498			$39,978			$(5,408,957)

(i)
The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, “Compensation – Stock Compensation,” generally using the same assumptions used in determining the grant date fair value of our equity awards reflected in the Summary Compensation Table. Notwithstanding the foregoing, in order to properly value the option awards and market-based awards, we made appropriate adjustments to the grant date assumptions in our Black-Scholes and Monte Carlo valuation models, respectively. For our Black-Scholes model, we adjusted the assumptions to reflect changes in the stock price historical and implied volatility, expected life (including remaining vesting periods, remaining expiration periods and option gain levels), dividend yield and risk-free interest rates as of each measurement date. For our Monte Carlo model, we adjusted the assumptions to reflect changes in the stock price, historical and implied volatility, and risk free interest rates as of the relevant measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year.

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Narrative to the Pay versus Performance Table

As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v) of Regulation S-K. To view the data that our Compensation Committee finds most valuable in designing and administering our executive compensation program, see our disclosures under the “Compensation Discussion and Analysis” section of this proxy statement, which describe in detail how our current pay practices reflect our pay philosophy.

The following provides a description of the relationship between the CAP for our PEO and the average CAP of our Non-PEO named executive officers and the performance measures disclosed in the above table.

Relationship between CAP and the Company’s Cumulative TSR for FY 2022-2024

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in 2022, 2023 and 2024 to the Company’s Cumulative TSR.

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Relationship between CAP and Company Net Loss over FY 2022-2024

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in 2022, 2023 and 2024 to the Company’s Net Loss.

All information provided above under the “Pay Versus Performance Disclosures” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

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Equity Compensation Plan Information

The following table sets forth certain information, as of December 31, 2024, concerning shares of our Class A Common Stock authorized for issuance under the Omnibus Plan and the ESPP.

				Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (#)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($)(1)			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (#)(2)
	Equity compensation plans approved by stockholders(3)			2,451,676			$84.46			4,188,593
	Equity compensation plans not approved by stockholders			—			—			—
	Total			2,451,676			$84.46			4,188,593

(1)
Reflects the weighted average exercise price of outstanding stock options. Outstanding restricted stock units are not included as such awards do not have an exercise price.

(2)
Includes 3,325,575 shares available for issuance under the Omnibus Plan and 863,018 shares available for issuance under the ESPP. Pursuant to the evergreen provision in the Omnibus Plan, the number of Class A shares available for issuance increases automatically on January 1 of each calendar year beginning in 2021 in an amount equal to the lesser of (i) 5% of the aggregate number of outstanding shares of our Class A Common Stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares determined by our Board. As of January 1, 2025, 836,845 shares of Class A Common Stock were added to the Omnibus Plan share reserve pursuant to the evergreen provision. Pursuant to the evergreen provision in the ESPP, the number of Class A shares available for issuance increases automatically on January 1 of each calendar year of the Company beginning in 2021 in an amount equal to 1% of the aggregate number of outstanding shares of our Class A Common Stock on the final day of the immediately preceding calendar year. As of January 1, 2025, an additional 133,068 shares of Class A Common Stock were added to the share reserve as pursuant to the evergreen provision.

(3)
Includes 681,729 outstanding stock options and 1,769,947 outstanding restricted stock units under the Omnibus Plan. Amounts reported do not include 51,344 outstanding options assumed under the Omnibus Plan as Substitute Awards in connection with the Business Combination. The Substitute Award Options have a weighted average exercise price of $7.80.

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The following table sets forth certain information, as of December 31, 2024, concerning shares of our Class B Common Stock authorized for issuance under the Omnibus Plan.

				Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (#)			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($)(1)			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (#)(2)
	Equity compensation plans approved by stockholders(3)			498,000			$353.60			620,365
	Equity compensation plans not approved by stockholders			—			—			—
	Total			498,000			$353.60			620,365

(1)
Reflects the weighted average exercise price of outstanding stock options.

(2)
As of December 31, 2024, 620,365 shares of Class B Common Stock remained available for issuance under the Omnibus Plan. Pursuant to the evergreen provision in the Omnibus Plan, the number of Class B shares available for issuance increases automatically on January 1 of each calendar year beginning in 2021 in an amount equal to the lesser of (i) 5% of the aggregate number of outstanding shares of our Class B Common Stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares determined by our Board. Pursuant to the evergreen provision in the Omnibus Plan, as of January 1, 2025, 171,503 shares of Class B Common Stock were added to the share reserve.

(3)
Includes 498,000 outstanding stock options under the Omnibus Plan.

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AUDIT COMMITTEE REPORT

In connection with its function to oversee and monitor the Company’s financial reporting process, the Audit Committee has (1) reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2024; (2) discussed with Grant Thornton LLP (“GT”), the predecessor independent registered public accounting firm for the Company, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; (3) received the written disclosures and the letter from GT required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence; and (4) has discussed with GT its independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2024, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

Members of the Audit Committee

Alexander Mandel (Chair)

Henry Hoffman

Kent Wakeford

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FEES OF INDEPENDENT ACCOUNTANTS

The following table presents fees for professional services rendered by GT for the years ended December 31, 2024 and 2023 and Ernst & Young (“EY”) for the year ended December 31, 2022 (in thousands):

				2024			2023
	Audit Fees(1)			$  3,086			$  3,047
	Audit-Related Fees(2)			—			—
	Tax Fees(3)			—			—
	All Other Fees(4)			—			—
	Total:			$3,086			$3,047

(1)
“Audit Fees” consist of fees and expenses billed for professional services rendered for the audit of our consolidated financial statements, audit of our internal control over financial reporting and services that were provided by GT and EY.

(2)
“Audit-Related Fees” consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3)
“Tax Fees” consist of fees billed for professional services relating to domestic and international tax advisory services.

(4)
“All Other Fees” consist of fees billed for products and services provided by GT beginning June 2023 and EY from January 2023 through June 2023 other than those disclosed above, which relate to subscription fees paid for access to online accounting research software applications.

Pre-Approval Policies and Procedures

The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee is also directly responsible for evaluating the independent registered public accounting firm, reviewing, and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. The Audit Committee annually pre-approves services to be provided by its independent registered public accounting firm and considers and is required to pre-approve the engagement of its independent registered public accounting firm for the provision of other services during the year. For each proposed service, the independent registered public accounting firm is required to provide detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate. All of the fees for audit, audit-related, tax and other services performed by GT in 2024 were pre-approved by the Audit Committee in accordance with the pre-approval policies and procedures described in this paragraph.

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RATIFICATION OF RETENTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 (PROPOSAL NO. 2)

Ernst & Young Dismissal

Effective June 16, 2023 (the “EY Dismissal Date”), the Audit Committee dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.

The audit reports of EY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except the December 31, 2022 EY report included an explanatory paragraph related to the restatement of the 2021 and 2020 financial statements.

During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through the EY Dismissal Date, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and 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 audit reports on the financial statements of the Company for such years.

During the fiscal years ended December 31, 2022 and December 31, 2021, and through June 16, 2023, there were no “reportable events” as defined under Item 304(a)(1)(v) of Regulation S-K, except with respect to (1) the disclosure of material weaknesses in internal control over financial reporting, which all remain unremediated as of December 31, 2022, related to (i) risk assessment, in which our risk management process: (a) did not adequately identify financial statement risks related to the Company’s exposure to indirect taxes that impacted the indirect tax liability in our consolidated balance sheets and resulted in a restatement of our previously issued consolidated financial statements, and (b) did not timely identify third party service organizations on which we rely that were not planning to issue System Organization Controls (“SOC”) reports, or issued SOC reports with qualified opinions, (ii) information technology general controls, in which we did not maintain sufficient: (a) user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel, and (b) program change management controls to ensure that information technology program and data changes affecting financial information technology applications and underlying records are identified, tested, authorized, and implemented appropriately, and (iii) internal control over accounting processes, in which our controls designed to properly evaluate certain accounting processes, including where management review was involved, did not operate effectively due to the lack of sufficient documentation or evidence retained to demonstrate management’s review, and (2) the Company’s: (i) restatement of its Consolidated Balance Sheet as of December 31, 2021, and the related Consolidated Statements of Operations and Comprehensive Loss, Changes in Stockholders’ Equity, and Consolidated Statements of Cash Flows for the year ended December 31, 2021, (ii) restatement of its Unaudited Quarterly Financial Data for the three quarters of the year ended December 31, 2022, (iii) restatement of its Unaudited Quarterly Financial Data for each quarter of the year ended December 31, 2021, and (iv) amendment of its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2021, all of which restatements and amendments have been included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The above reportable events were discussed between the Audit Committee and EY, and EY was authorized by the Company to respond fully to inquiries by Grant Thornton LLP, the successor registered public accounting firm of the Company, concerning the reportable events.

Our Audit Committee retained Grant Thornton LLP on June 16, 2023 as our independent registered public accounting firm for the year ending December 31, 2023. During the fiscal years ended December 31, 2022 and December 31, 2021, and through June 16, 2023, neither the Company, nor anyone on its behalf, consulted Grant Thornton LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company and neither a written report nor oral advice was provided to the Company that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Grant Thornton Dismissal

Effective December 11, 2025 (the “GT Dismissal Date”), the Audit Committee dismissed GT as the Company’s independent registered public accounting firm.

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The audit reports of GT on the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 and December 31, 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that their report on the consolidated financial statements for year ended December 31, 2024 included an explanatory note related to the adoption of Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280).

During the fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through the GT Dismissal Date, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and GT 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 GT, would have caused it to make reference thereto in its audit reports on the financial statements of the Company for such years.

During the fiscal years ended December 31, 2024 and December 31, 2023, and through the GT Dismissal Date, there were no “reportable events” as defined under Item 304(a)(1)(v) of Regulation S-K, except with respect to the material weaknesses in internal control over financial reporting, as further described in the Company's annual reports on Form 10-K for the year ended December 31, 2024 and 2023 and the quarterly reports on Form 10-Q for March 31, 2025, June 30, 2025 and September 30, 2025, related to (i) risk assessment, in which we did not: (a) design an effective risk assessment process based on the criteria established in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Framework, and (b) appropriately reassess and adequately design and implement controls over financial reporting, including with respect to identification and review of disclosures and monitoring controls, and with respect to providing the appropriate evidence of review of reconciliations, budgets, and key elements of the financial close process, (ii) information technology general controls, in which we did not maintain sufficient: (a) user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel, (b) program change management controls to ensure that IT program and data changes affecting financial information technology applications and underlying records are identified, tested, authorized, and implemented appropriately, and (c) program operations controls, and (iii) internal control over financial reporting, in which (a) our controls related to properly evaluating accounting processes were not adequately designed, implemented or operating effectively including the lack of sufficient documentation or evidence retained to demonstrate management’s review over several financial statement areas, as it relates to the Company’s reconciliations, budgets, and key elements of the financial reporting process and (b) there was an inadequate review of complex accounting assumptions, together with a lack of qualified accounting personnel employed during the year. The above reportable events were discussed between the Audit Committee and GT, and GT has been authorized by the Company to respond fully to inquiries by Deloitte & Touche LLP, the successor registered public accounting firm of the Company, concerning the reportable events.

Our Audit Committee retained Deloitte & Touche LLP on December 11, 2025 as our independent registered public accounting firm for the year ending December 31, 2025. During the fiscal years ended December 31, 2024 and December 31, 2023, and through the GT Dismissal Date, neither the Company, nor anyone on its behalf, consulted Deloitte & Touche LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company and neither a written report nor oral advice was provided to the Company that Deloitte & Touche LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Following the GT Dismissal Date, our Audit Committee has again retained Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025. A proposal will be presented at the Annual Meeting to ratify this retention. Ratification of the retention of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast by the holders of all of shares present in person or represented by proxy at the Annual Meeting. If the stockholders fail to ratify such selection, another independent registered public accounting firm will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage Deloitte & Touche LLP. Even if the retention of Deloitte & Touche LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. We have been advised that a representative of Deloitte & Touche LLP will be present at the Annual Meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE RETENTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

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ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL NO. 3)

Pursuant to Schedule 14A of the Exchange Act, we are asking our stockholders to vote to approve, on an advisory basis, the compensation of our “named executive officers” as disclosed in accordance with the SEC’s rules in the “Executive Compensation” section of this proxy statement beginning on page 18 above. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to weigh in on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. The Board and the Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

For detailed information about Skillz’s executive compensation program, see the “Executive Compensation” section beginning on page 18 above.

Skillz believes that the information provided above and within the “Executive Compensation” section of this proxy statement demonstrates that the Company’s executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the 2025 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION SET FORTH IN THIS PROXY STATEMENT.

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QUESTIONS AND ANSWERS ABOUT THE

ANNUAL MEETING

Why did you send me this Proxy Statement?

We sent you this proxy statement because the Board is soliciting your proxy to vote at the Annual Meeting to be held on December 29, 2025, at 10:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/SKLZ2025 and at any postponements or adjournments of the Annual Meeting. This proxy statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this proxy statement.

Who can vote at the Annual Meeting?

Only stockholders as of the Record Date are entitled to vote at the Annual Meeting. The Record Date to determine stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on November 17, 2025. On the Record Date, there were 11,806,402 shares of Class A Common Stock and 3,430,063 shares of Class B Common Stock outstanding. Our Class A Common Stock and Class B Common Stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Each share of Class A Common Stock is entitled to one vote on each proposal and each share of Class B Common Stock is entitled to 20 votes on each proposal. Our Class A Common Stock and Class B Common Stock are collectively referred to in this proxy statement as our “Common Stock.” We do not have cumulative voting rights for the election of directors.

How many shares must be present to conduct the Annual Meeting?

We must have a quorum present in person or by proxy to conduct the Annual Meeting. A quorum is established when the holders of a majority in voting power of shares of Common Stock of the Company issued and outstanding and entitled to vote at the meeting is present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes (as described below) are counted for purposes of determining whether a quorum is present.

What matters are to be voted on at the Annual Meeting?

The agenda for the Annual Meeting is to:

1.
Elect seven director nominees named in this proxy statement to serve on the Board;

2.
Ratify the retention of Deloitte & Touche LLP as our independent registered public accounting firm for 2025;

3.
Approve a non-binding advisory vote on the Company’s executive compensation; and

4.
Conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

As of the date of this proxy statement, we do not know of any other matters to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment.

How does the Board recommend that I vote?

The Board recommends that you vote:

1.
FOR the election of each of our director nominees named in this proxy statement; and

2.
FOR the ratification of the retention of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; and

3.
FOR the approval, on an advisory basis, of the Company’s executive compensation.

How do I vote at the Annual Meeting?

Stockholders of record, who hold shares registered in their names, can vote by:

Internet www.proxyvote.com			Calling 1-800-690-6903 Toll-free from the U.S. or Canada			Mail Return the signed proxy card

Telephone and internet voting facilities for stockholders of record will be available 24 hours a day. You may vote over the telephone or via the Internet until 8.59 p.m. Pacific Time (11:59 p.m. Eastern Time) on December 28, 2025.

Stockholders of record and beneficial stockholders (following the directions below) may vote online during the Annual Meeting. You may cast your vote electronically during the Annual Meeting using the 16-digit control number included in the Notice, Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number.

Beneficial owners, who own shares through a bank, brokerage firm, or other nominee, can submit their voting instructions by returning the voting instruction form, or by

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following the instructions for voting via telephone or the internet, as provided by the bank, broker, or other nominee. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

Even if you plan to participate in our Annual Meeting via virtual web conference, please cast your vote as soon as possible.

Your proxy will be voted in accordance with your instructions, so long as, in the case of a proxy card returned by mail, such card has been signed and dated. If you vote your shares via the Internet, by telephone or by executing and returning a proxy card by mail but you do not provide specific instructions with respect to the proposals, your shares will be voted FOR the director nominees named in this proxy statement and FOR Proposals No. 2 and 3.

As of the date of this proxy statement, we do not know of any matters to be presented at the Annual Meeting except those described in this proxy statement. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance with their judgment.

During the Annual Meeting, a list of stockholders entitled to vote will be available for examination at www.virtualshareholdermeeting.com/SKLZ2025. The list will also be available for 10 days prior to the Annual Meeting at our office in Las Vegas, Nevada at 6625 Badura Avenue, Las Vegas, Nevada 89118.

May I change my vote?

Yes. You may revoke your proxy at any time before it is voted at the Annual Meeting. To change your voting instructions, if you are a stockholder of record, you may submit another later dated proxy by telephone, Internet or mail or by voting your shares electronically on the virtual meeting platform at the Annual Meeting (your attendance at the Annual Meeting will not, by itself, revoke your proxy; you must vote in person at the Annual Meeting to revoke your proxy). If you are a beneficial owner and your shares are held in street name, you may change your voting instructions by submitting new voting instructions to your bank, broker, trustee or nominee, or if you have obtained a legal proxy from such entity giving you the right to vote your shares, you may change your vote by attending the Annual Meeting and voting electronically on the virtual meeting platform.

What vote is required to elect directors and approve the other matters described in this Proxy Statement?

Because this is an uncontested election, the director nominees must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee) (Proposal No. 1). Abstentions and broker non-votes will have no effect on the outcome of

the election of directors. In an uncontested election, our Bylaws provide that any incumbent director that fails to receive a majority of votes cast shall immediately tender his or her resignation. Our Board, in a process managed by the Nominating Committee and following a recommendation by that committee, must decide whether or not to accept the tendered resignation.

For the ratification and retention of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal No. 2), the approval, on an advisory basis, of the Company’s executive compensation (Proposal No. 3), a majority of the votes cast by the holders of the shares of stock present or represented by proxy at the meeting and voting affirmatively or negatively on such matter will be required for approval. Abstentions and broker non-votes will have no effect on the outcome of Proposals 2 and 3. Absent specific instructions on Proposal No. 2, brokers are permitted to exercise voting discretion with respect to such proposal.

For additional information about broker non-votes see “How do I vote if my bank or broker holds my shares in ‘street name’?”

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name on the Company’s books and records or with our transfer agent, you are the “stockholder of record” of those shares, and this proxy statement and accompanying materials have been provided directly to you by the Company. On the other hand, if you purchased your shares through a brokerage or other financial intermediary, the brokerage or other financial intermediary will automatically put your shares into “street name” which means that the brokerage or other financial intermediary will hold your shares in its name or another nominee’s name and not in your name, but will keep records showing you as the “beneficial owner.” If you hold shares beneficially in street name, this proxy statement and accompanying materials have been forwarded to you by your broker, bank or other holder of record.

How do I vote if my bank or broker holds my shares in “street name”?

If you hold your shares in “street name” through a bank, broker or other nominee, such bank, broker or nominee will vote those shares in accordance with your instructions. To so instruct your bank, broker or nominee, you should refer to the information provided to you by such entity. Without instructions from you, a bank, broker or nominee will be permitted to exercise its own voting discretion with respect to so-called routine matters (Proposal No. 2) but will not be permitted to exercise voting discretion with respect to non-routine matters (Proposals No. 1 and 3). Thus, if you do not give your bank, broker or nominee specific instructions with respect to Proposal No. 2, your shares will be voted in such entity’s discretion. If you do not give your bank, broker or

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nominee specific instructions with respect to Proposals No. 1 or 3, your shares will not be voted on such proposal. This is called a “broker non-vote.” Shares represented by such broker non-votes will be counted in determining whether there is a quorum. We urge you to promptly provide your bank, broker or nominee with appropriate voting instructions so that all your shares may be voted at the Annual Meeting.

How will the votes be counted at the Annual Meeting?

The votes will be counted by the inspector of election appointed for the Annual Meeting.

How will the Company announce the voting results?

The Company will report the final results of the voting at the Annual Meeting in a filing with the SEC on a Current Report on Form 8-K.

Who pays for the Company’s solicitation of proxies?

The Board is soliciting your proxy to vote your shares of Common Stock at our Annual Meeting. We have engaged Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting for an estimated cost of $25,000, plus expenses. We will bear the cost of soliciting proxies on behalf of the Company, including preparing, printing and mailing this proxy statement. Proxies may be solicited personally, by mail, email or by telephone by certain of our directors, officers, employees or representatives. Our directors and employees will not be paid any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding our proxy solicitation materials.

What is “householding” and how does it work?

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-800-542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address or sending a written request to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Investor Relations.

How do I participate in the Annual Meeting?

We are hosting the Annual Meeting through a virtual web conference. You will not be able to attend the meeting in person. You will be able to attend the virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SKLZ2025 and entering your 16-digit control number included on your proxy card or on any additional voting instructions accompanying these proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. Online check-in will be available beginning at 9:30 a.m. Pacific Time. Please allow ample time for the online check-in process. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting.

As part of the Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/SKLZ2025. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Are there rules of conduct for the Annual Meeting?

Yes, the rules of conduct for the Annual Meeting will be available by visiting www.virtualshareholdermeeting.com/ SKLZ2025. The rules of conduct will provide information regarding the rules and procedures for participating in the Annual Meeting.

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STOCKHOLDER PROPOSALS FOR 2026

ANNUAL MEETING OF STOCKHOLDERS

Stockholders who intend to present proposals at the Company’s annual meeting of stockholders in 2026 which will be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act must send notice of their proposal to us so that we receive it no later than August 20, 2026 and must otherwise comply with the requirements of Section 14a-8. However, pursuant to such rule, if next year’s annual meeting of stockholders is held on a date that is more than 30 calendar days from December 29, 2026, then a stockholder proposal submitted for inclusion in our proxy statement for such annual meeting of stockholders must be received by us by a reasonable time before we begin to print and mail our proxy statement for such annual meeting of stockholders. Stockholders who intend to present proposals or nominations at next year’s annual meeting of stockholders other than pursuant to Rule 14a-8 (which will not be included in our proxy statement) must comply with the notice provisions in our Bylaws and the requirements under newly enacted Rule 14a-19. Under these requirements, the notice required under our Bylaws must be submitted between August 31, 2026 and September 30, 2026; provided, however, that if the date of next year’s annual meeting of stockholders is scheduled to be held more 30 calendar days before or more than 70 calendar days after December 29, 2026, such notice must be delivered not earlier than 120 days prior to the date of the next year’s annual meeting of stockholders and not later than the later of (A) the 90th day prior to such annual meeting of stockholders and (B) the tenth day following the day on which public disclosure of the date of such annual meeting of stockholders is first made. Stockholder proposals should be addressed to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Nikul D. Patel, Interim General Counsel.

OTHER MATTERS

We know of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the Annual Meeting, persons named in the proxy intend to vote the shares they represent in accordance with their own judgments.

Upon written request by any stockholder entitled to vote at the Annual Meeting, we will promptly furnish, without charge, a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which we filed with the SEC, including Skillz’s consolidated financial statements. If the person requesting the report was not a stockholder of record on November 17, 2025, the request must contain a good faith representation that he or she was a beneficial owner of our Common Stock at the close of business on that date. Requests should be addressed to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Nikul D. Patel, Interim General Counsel.

YOUR VOTE IS IMPORTANT. WE URGE YOU TO VOTE TODAY BY TELEPHONE, VIA THE INTERNET OR BY MAIL.

By Order of the Board of Directors,

Nikul D. Patel

Interim General Counsel

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FAQ

When is Skillz (SKLZ) holding its 2025 annual stockholder meeting and how can I attend?

The 2025 Annual Meeting of Stockholders of Skillz Inc. will be held on December 29, 2025 at 10:00 a.m. Pacific Time as a virtual‑only meeting at www.virtualshareholdermeeting.com/SKLZ2025. Stockholders can log in using the 16‑digit control number on their proxy card to attend, vote electronically, and submit questions.

What proposals are Skillz (SKLZ) stockholders voting on at the 2025 annual meeting?

Stockholders are being asked to vote on: (1) election of seven directors for a one‑year term; (2) ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2025; (3) a non‑binding advisory vote on executive compensation; and (4) any other business that may properly come before the meeting or any adjournments or postponements.

How much control does Skillz (SKLZ) CEO Andrew Paradise have over stockholder voting?

Andrew Paradise, the Chief Executive Officer and Chairman, beneficially owns all 3,430,063 outstanding shares of Class B Common Stock and holds about 87.02% of the total voting power of Skillz’s capital stock as of November 17, 2025. This allows him to elect the director nominees and effectively determine the outcome of matters presented for a stockholder vote.

What are the key executive compensation highlights for Skillz (SKLZ) in 2024?

For 2024, Skillz’s named executive officers received base salaries including $525,000 for CEO Andrew Paradise, $400,000 annualized for CFO Gaetano Franceschi, and $682,500 annualized for Interim General Counsel Nikul Patel. The compensation program uses salary, annual bonus opportunities, and equity awards, but the Compensation Committee determined that no annual cash bonuses would be paid to named executive officers for 2024 performance.

Did Skillz (SKLZ) conduct any significant share repurchases recently?

Yes. On December 10, 2024, Skillz entered into Share Repurchase Agreements with Wildcat Capital Management, LLC and Wildcat Partner Holdings, LP, which had owned more than 6% of the Class A Common Stock. Skillz repurchased 961,532 shares from Wildcat Partner Holdings, LP and 18,316 shares from Wildcat Capital Management, LLC at $7.00 per share, for a total of about $6.8 million, retiring all of their Class A holdings.

How independent is the Skillz (SKLZ) board and what is a “controlled company” exemption?

The board has determined that directors Hoffman, Mandel, Cabot, and Wakeford are independent under New York Stock Exchange standards, and nominee Gary Vecchiarelli is also considered independent. Because CEO Andrew Paradise controls more than 50% of voting power, Skillz is a NYSE “controlled company” and has elected an exemption that allows non‑independent members on its nominating committee, although its audit and compensation committees are composed entirely of independent directors.

What severance or change‑in‑control protections do Skillz (SKLZ) executives have?

Under the Skillz Inc. Executive Severance and Change in Control Plan, executives may receive cash severance, continued health benefits, and, in some cases, equity vesting acceleration if terminated without cause or for good reason, with enhanced benefits for qualifying terminations around a change in control. For example, in a qualifying change‑in‑control termination as of December 31, 2024, CEO Andrew Paradise could receive 18 months of base salary, 1.5x his target bonus, extended benefits, and full vesting of time‑based equity awards.