Document

We are sending a Notice of Internet Availability of Proxy Materials to our shareholders, which contains instructions on how to access our proxy materials on the internet, as well as instructions on how shareholders and ADS holders may obtain a paper copy of our proxy materials. To make it easy to vote, internet and telephone voting are available for ADS holders. Shareholders generally need to vote in person. The instructions for voting are on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, on the proxy card.

Whether or not you plan to attend the Annual Meeting, we kindly ask Shareholders to register for the Annual Meeting and vote in person or by issuing power of attorney to an authorized representative or Company proxies and ask ADS holders to please vote on the Internet or by telephone, or complete, date, sign and return the enclosed proxy card to ensure that your shares are represented at the meeting. Voting now will ensure your representation at the Annual Meeting regardless of whether you attend. ADS holders may vote on the Internet, by telephone or by mailing the enclosed proxy card or voting instruction form. Please review the instructions on page 6 et seq. of the Proxy Statement and your proxy card or voting instruction form regarding each of these voting options for ADS holders.



DATE AND TIME:			September 1, 2023 at 2:00 p.m. Central European Summer Time

PLACE:			The meeting is to be held at the offices of Morgan Lewis & Bockius LLP Königinstraße 9, 80539 Munich, Germany.

ITEMS OF BUSINESS:			Proposal 1: Presentation of the adopted Annual Financial Statements, the approved Consolidated Financial Statements and the combined management report of Spark Networks SE and the Group for the year ended 31 December 2022 as well as the report of the Administrative Board for the financial year 2022.

			Proposal 2: Resolution on the discharge of the Managing Directors for the financial year 2022.

			Proposal 3: Resolution on the discharge of the members of the Administrative Board for the financial year 2022.

			Proposal 4: Appointment of the auditor for the financial statements and for the consolidated financial statements for the financial year 2023 as well as for review of interim financial reports and ratification of independent registered public accounting firm.

			Proposal 5: Resolution on the reduction of the size of the Administrative Board and election of the members of the Administrative Board.

			Proposal 6: Advisory Vote on Executive Compensation.

			Proposal 7: Resolution on the approval of the remuneration report for the financial year 2022

			Proposal 8: Amendment of § 17 of the Articles of Association (Authorization of the Administrative Board of Directors to hold virtual shareholder meetings)



SHAREHOLDER RECORD DATE:			Only holders of ordinary shares of record at the end of August 25, 2023 will be entitled to vote at the Annual Meeting.

ADS RECORD DATE:			Only holders of American Depositary Shares (“ADSs”) representing ordinary shares of record at the close of business on July 13, 2023 will be entitled to instruct The Bank of New York Mellon, as depositary for the ADSs (the “Depositary”), how to vote at the Annual Meeting.

QUORUM:			The Annual Meeting will only be validly constituted if at least one third of the share capital of the Company is represented in the Annual Meeting (“Quorum”).

The exercise of such shareholders’ and voting rights will be limited to holders of record as of the end of August 25, 2023 (the “Shareholder Record Date”) who hold ordinary shares directly in their own name, and beneficial owners who hold ordinary shares through a broker, bank or other nominee rather than directly in their own name, and each of their legal proxy holders or their authorized persons. As set out in Section 67 para. (2) sent. 1 AktG, only those who are listed in the share register are considered shareholders of the Company. As a result, the status of the entries in the share register on the day of the Annual Meeting is decisive for determining the number of votes a duly registered shareholder is entitled to at the Annual Meeting. For technical processing reasons, however, no changes to the share register will be carried out (“registration stop”) in the period from beginning of August 26, 2023 to and including September 1, 2023. Therefore, the entry status in the share register on the day of the Annual Meeting will correspond to the status after the last change of registration on August 25, 2023. The registration stop does not mean the shares are blocked for disposal. Share buyers whose change of registration requests are received by the company after August 25, 2023, however, cannot de facto exercise the rights to vote and other shareholder rights on the basis of these shares, unless they have obtained a power of attorney to do so or an authorization to exercise such rights. In such cases, voting rights and other shareholder rights are retained by the shareholder entered in the share register until the change of registration. All buyers of the company’s shares who are not yet registered in the share register are therefore requested to submit change of registration requests in due time.

You also may exercise the right to vote the ordinary shares underlying your ADSs by surrendering your ADSs to the Depositary for cancellation and withdrawal of the corresponding ordinary shares pursuant to the terms described in the Deposit Agreement (the “Deposit Agreement”) by and among the Company, the Depositary, and the holders and beneficial owners of ADSs. To be able to attend, and vote at the Annual Meeting, you must complete the ADS cancellation process and become a holder of the corresponding ordinary shares by the Shareholder Record Date. However, it is possible that you may not have sufficient time to withdraw your ordinary shares and vote them at the upcoming Annual Meeting as a holder of record of ordinary shares as of the Shareholder Record Date. Holders of ADSs may incur additional costs associated with the ADS cancellation process.

Your vote is very important and we encourage you to vote your shares via the Internet or by submitting your proxy card or voting instruction form regardless of whether or not you plan to attend the Annual Meeting. Each issued and outstanding ordinary share shall entitle its holder to one vote on each matter properly submitted at the Annual Meeting. Holders of ADSs who wish to exercise their voting rights for the underlying ordinary shares must act through the Depositary by timely submitting a voting instruction form to the Depositary on or before 12 p.m. EST on August 31, 2023. Ordinary shares held in treasury by Spark do not entitle Spark to vote in respect thereof at the Annual Meeting.

Record holders of ordinary shares: If you are the record holder of ordinary shares as of the Shareholder Record Date, you have the right to vote (i) in person at the Annual Meeting, (ii) by issuing power of attorney and instructions to the Company proxies, or (iii) by issuing power of attorney to a proxy. If a shareholder authorizes more than one person, the Company will be entitled to reject one or more of them. Shareholders may also use the form available on the internet at https://www.spark.net/investor-relations/annual-meeting for issuing power of attorney and instructions to the Company proxies or issuing power of attorney to a proxy.

Record holders of ADSs: If you are a record holder of ADSs as of the ADS Record Date, you will receive instructions from the Depositary as to how to instruct the Depositary to vote the ordinary shares underlying your ADSs. If you held ADSs directly as of the ADS Record Date, you have the right to instruct the Depositary how to vote using the voting instruction form. So long as the Depositary receives your voting instructions by 12 pm EST on August 31, 2023 it will, to the extent practicable and subject to applicable law and the terms of the Deposit Agreement, endeavor to vote the underlying ordinary shares as you instruct. The voting instructions provided to the Depositary should be executed in such a manner as to show clearly how you wish to vote regarding each matter to be considered at the Annual Meeting.

Beneficial owners of ADSs that are registered in the name of a broker, bank or other agent: If you beneficially own ADSs as of the ADS Record Date through a broker, bank or other nominee, such intermediary will provide you instructions on how you may instruct the Depositary to vote the ordinary shares underlying your ADSs. We encourage you to submit your instructions using the voting instruction form provided by your broker, bank or other nominee. Please check with your broker, bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.

Election of administrative board members as well as approval of the submitted proposals for all other agenda items other than agenda item 8 require a simple majority of votes cast assuming a Quorum is present. Approval of the submitted proposal for agenda item 8 requires a two-third majority of votes cast or, if at least half of the share capital of the Company is represented in the Annual Meeting, a simple majority of the votes cast; in addition, a simple majority of the share capital represented at the time of the resolution is required, in any case assuming a Quorum is present.

If you are the record owner of ADSs, you must follow the instructions provided by the Depositary to change your vote. If you hold your ADSs through a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee, in order to change your vote. The last validly executed instructions you submit prior to the deadline indicated by the Depositary or your broker, bank or other nominee, as applicable, will be used to instruct the Depositary how to vote the ordinary shares underlying your ADSs.

The proxy materials are available on our website at https://www.spark.net/investor-relations/annual-meeting. If you hold ADSs in your own name registered on the books of the Depositary, you are considered the registered holder of the ADSs and will receive proxy materials from the Depositary. If you hold ADSs through a broker, bank or other nominee, you are considered the beneficial owner of the ADSs and you will receive proxy materials from your broker, bank or other nominee. The proxy materials are also available through the SEC’s website at www.sec.gov.

Under German statutory law, shareholders whose aggregate shareholdings represent five percent of the share capital or the proportionate amount of EUR 500,000.00 (this corresponds to 500,000 non-par value shares) may request that items be placed on the Agenda and published. The request must be addressed in writing to the Administrative Board of the company and be received by the company at the latest on August 1, 2023, 24:00 hours. Please send such requests to the following address:

The Company is not required to make a counterproposal and a statement of reasons or an election proposal available if one of the reasons for exclusion pursuant to Sec. 126 (2) German Stock Corporation Act apply, for example, because the election proposal or counterproposal would lead to a resolution by the Annual Meeting that breaches the law or the Articles of Association or its reason apparently contains false or misleading information with regard to material points. Furthermore, an election proposal does not have to be made available if the proposal does not contain the name, the current occupation and the place of residence of the proposed candidate as well as information on his / her membership in other statutory supervisory boards. The reason for a counterproposal does not have to be made available if its total length is more than 5,000 characters.

The attached proxy is solicited on behalf of Spark's Board of Directors. Spark will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the voting instruction card and any additional information furnished to shareholders and ADS holders. Spark may reimburse brokerage firms and other persons representing beneficial owners of ordinary shares or ADSs for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners.

(1) Mr. David Clark resigned as Managing Director and Chief Financial Officer on April 12, 2023 and has been removed from this table as a result. Ms. Chelsea A. Grayson left her roles as Managing Director and Chief Executive Officer of the Company, effective immediately on July 7, 2023, and has been removed from the table as a result.

(2) Member of our Nominating, Governance and Compensation Committee

(3) Chairperson of our Nominating, Governance and Compensation Committee

(4) Member of our Audit Committee

(5) Member of our Audit Committee until July 7, 2023, when Ms. Brown stepped down from her role as a member of the Audit Committee upon her appointment as Interim Chief Executive Officer of the Company.

(6) Chairperson of our Audit Committee

Bangaly Kaba is currently the Head of Platform Growth at Popshop Live, a live streaming mobile marketplace that combines commerce, entertainment, and social, which he joined in June 2020. Popshop is reimagining ecommerce as a people-centric, engaging experience for both sellers and buyers across the US. From January 2020 to March 2021, Mr. Kaba was an Executive in Residence at Reforge, the leading career development company for tech professionals. Mr. Kaba served as VP of Product Management at Instacart, a grocery delivery marketplace startup with a valuation of over $39B, from November 2018 to November 2019. At Instacart, Mr. Kaba led the Growth and Consumer organizations that built the core functionality for user onboarding, shopping, and product discovery. From February 2014 to November 2018, Mr. Kaba worked at Facebook Inc. where his last role was the Head of Growth at Instagram. Mr. Kaba joined Instagram when it had 450M monthly actives and helped it to grow to over 1B monthly actives in just 2.5 years, making Instagram one of the world’s fastest growing apps. Mr. Kaba’s career prior to Facebook spanned multiple industries, including working in education as a Dean of a boarding school in Switzerland, working in finance as an Asset Manager at Lehman Brothers and Barclays Capital, and founding an e-commerce startup. Mr. Kaba holds a BA in History and Spanish from Washington University in St. Louis and an MBA in Entrepreneurship and Finance from the University of Southern California. Mr. Kaba was selected to our Board because he possesses particular knowledge and experience in consumer technology, building mobile digital products, and accelerating growth through social media.

Bradley J. Goldberg is a builder of fintech, consumer, and tech platform businesses. He is a Limited Partner Advisor at NYCA Partners and a Board Member at Cellar Tracker. Mr. Goldberg is an active advisor for CEOs and Founders using technology to disrupt the status quo. Mr. Goldberg served as an executive at PEAK6 Investments L.P. from 2009-2019, first as CEO, Online from 2009-2011, and then as President of PEAK6 from 2011-2019. Prior to PEAK6, Mr. Goldberg served at Microsoft from 1997-2009, first leading product management teams in Visual C++ and SQL Server, and then as an executive leading multi-billion P&Ls in Server Platforms and Search. Before graduate school, Mr. Goldberg was an Associate in strategy consulting at A.T. Kearney. Mr. Goldberg is also the founder and Interim CEO of Quartz Strategic, LLC. Mr. Goldberg graduated with a Bachelor’s degree in Economics from Amherst College and completed post graduate work in Japan, at the Inter-University Center for Japanese Language Studies. Mr. Goldberg earned an MBA from Harvard Business School, where he was awarded second year honors. Mr. Goldberg was selected to our Board because he possesses particular knowledge and experience in scaling global technology companies, people operations including global compensation systems, and strategic planning.

2013, and in the C-Suite of Belo Corp from 2000 to 2004. Prior to 2000, she held a number of positions in the media and broadcasting industries, including President of Broadcast at Lee Enterprises from 1998 to 2000, President at 12 News (KPNX-TV, NBC) from 1995 to 1998, President of WFMY News 2 from 1991 to 1995, and station manager and CFO at KUSA-TV from 1980 to 1991. She also served in various corporate positions at TEGNA (formerly Gannett) from 1980 to 1998. Ms. Brown also served as chairman of the board of directors of American Apparel, and as a director of Career Builder and Classified Ventures. Ms. Brown currently serves as a director of a nonprofit, Delta Dental of Washington and Spring Rock Ventures. Ms. Brown is a member of NACD, WCD, IWF, and C200. She is a NACD Leadership Fellow. She holds an MBA from the University of Colorado Boulder (1981) and a BS in Business Administration from the University of Dubuque (1979). Ms. Brown was selected to our Board because she possesses particular knowledge and experience in accounting, finance and risk management, governance and she has public company operating experience as a CEO.

Joseph E. Whitters is currently a partner at Frazier Healthcare Partners, a private equity firm, which he joined in 2005. Mr. Whitters currently is a member of the Board of Directors of Accuray Incorporated. Mr. Whitters has previously served on the board of directors of other publicly traded public companies, including PRGX Global, Inc., InfuSystem Holdings, Inc., Analogic Corporation, Air Methods Corporation, Mentor Corp, Omnicell, Inc, and Cutera, Inc. Mr. Whitters was a member of the Audit Committee of all of these respective organizations and in many cases, he chaired the Audit Committee. He also served on the board at various privately held companies, including Rural/Metro Corp., Northfield Medical and Revionics LLC. Mr. Whitters held various finance positions of increasing responsibility at First Health Group Corporation (“FHCC”), a public managed care organization where he served as CFO for many years. Prior to FHCC, Mr. Whitters held various financial positions with United Healthcare and Overland Express. Mr. Whitters is a certified public accountant (inactive) and began his career in public accounting with Peat Marwick. Mr. Whitters holds a B.A. in Accounting from Luther College. Mr. Whitters was selected to our Board because he possesses particular knowledge and experience in accounting, finance and risk management, governance, and has public company operating experience as a CFO and experience as a chair and member of numerous audit committees of public and private companies.

Ulrike Handel, PhD is an accomplished CEO with more than 25 years of experience in the media and digital industry. Dr. Handel is a former member of the Executive Board of Axel Springer SE where she headed its News Media Europe & Marketing Media division. Prior to that, she was the Chief Executive Officer of Dentsu International (Germany and DACH); before that, Dr. Handel served as Chief Executive Officer and Chairman of ad pepper media International N.V. Dr. Handel has received several awards for her work - including the “Helga-Stödter-Award für Mixed Leadership” in 2019, the Emotion Award "Women in Leadership" and "Ad Age: Women to Watch Europe" in 2018. In 2015, she received the "Manager of the Year” Award from the female leadership organization “Generation CEO”. She is a member of transatlantic organization Atlantik Brücke, Hamburg Chamber of Commerce (Member of the Innovation Committee), European Center for Digital Competitiveness (at ESCP Berlin), Club of European Female Entrepreneurs, 2hearts community (supporting great talents with immigration background in Europe's tech industry), Leaders for Climate Action and Generation CEO (Exclusive Club for female CEOs and Supervisory Board Members). Since April 28, 2023 she is a Member of the Board at Schibsted (Norway). She is Member of the Advisory Board of Kontora (Germany). Dr. Handel studied media management and economics in Hanover and Madison, Wisconsin. In addition, she holds a PhD in media studies from the University of Amsterdam, the Netherlands.

Kristie Goodgion has served as Executive Director and Chief Financial Officer of Spark Networks since April 2023. Previously, she served as Spark Networks' Global Controller from September 2022 to April 2023. Prior to joining the Spark Networks, Ms. Goodgion served as Global Controller of Dynata, LLC, a first party data company, from August 2020 to September 2022. Prior to that, Ms. Goodgion was Vice President, Controller of HPOne, a sales and marketing organization that operates across multiple segments of the Medicare and health insurance marketplaces, from September 2019 to August 2020, and Chief Financial Officer of Budderfly, Inc., an energy service company, from January 2018 to September 2019. Ms. Goodgion started her career with PricewaterhouseCoopers and has over 15 years of experience in senior executive roles specializing in corporate restructuring, operational streamlining and mergers and acquisitions. Ms. Goodgion graduated from Assumption College, with a Bachelor of Arts in Accounting and Finance and Masters of Business Administration – Business and Finance.

Frederic Beckley joined Spark Networks in April 2022 as Chief Administrative Officer and General Counsel. Mr. Beckley brings more than 30 years' experience in technology and nearly a decade specifically in the global dating industry to his role at Spark Networks. Most recently he served as Executive Vice President of Business Affairs & General Counsel at The Meet Group, Inc., a leading provider of interactive dating solutions, including some of the world's largest livestreaming video dating apps. From 2000 to 2010 he was Executive Vice President, Business Development & General Counsel at TruePosition, Inc., a pioneering hardware and software provider of wireless location solutions. From 1995 to 2000, he served in various roles at Verizon Communications, Inc., ending there as Senior Counsel, Business Development for Verizon Wireless. Mr. Beckley is a graduate of the University of Pennsylvania, Yale Law School, and Yale Divinity School.

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings. The full text of our code of conduct is posted on the investor relations section of our website at https://www.spark.net/investors/corporate-governance/governance-documents.

Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at Board of Director meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. The Board exercises its oversight related to Cyber Security Risks by receiving regular specific updates from the Company’s General Counsel and Chief Technology Officer and where necessary engages third parties to conduct independent risk assessments. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures. The Nominating, Governance and Compensation Committee assists our Board of Directors in assessing risks created by the incentives inherent in our compensation policies and in its oversight responsibilities with respect to the management of corporate, legal and regulatory risk.

We strive to attract individuals who are people-focused and share our core values. We promote recognition of behavior, initiatives, and projects which model our values across the organization. We continue to intensely focus on creating a highly engaged workforce, driving improvements across our communications, our culture, our reward programs, and our work environment and fostering a collaborative, inclusive and inspiring experience for all of our employees. The efforts are reflected in a strong commitment across our workforce.

We prioritize and invest in creating opportunities to help employees grow and build their careers, through a multitude of training and development programs. We offer our employees several tools to help in their personal and professional development, including career development plans, mentoring programs and in-house learning opportunities, including Spark Academy (our in-house education program offering online, instructor-led and on-the-job learning formats.) In addition, we invest in our executive talent through succession planning and individualized development planning.

We are committed to providing a total compensation package to our employees that is market-competitive and performance based, driving innovation and operational excellence. One of our primary objectives with respect to employee compensation is to attract and retain the best possible employee talent, to link annual compensation and long-term stock-based compensation to achievement of measurable corporate goals and individual performance, and to align employee incentives with stockholder value creation. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent.

During 2022, we continued to focus significant attention on the effective handling of the COVID-19 pandemic. Our response has included a re-layout of our office plans in both Berlin and Utah to ensure compliance with social distancing and hygiene requirements and a safe work environment. We made additional investments in company-wide engagement events to ensure connectivity and collaboration across the organization and implemented the use of flexible and remote work arrangements and other creative solutions. We also modified training programs to comply with distancing requirements, limited visitor entry and increased virtual meetings, and provided additional support through mental and behavioral health resources. We also developed resources to support employees and their families with additional time off, flexible schedules and employer paid benefits.

two committees without issue and plan to continue to do so for the foreseeable future. We believe that a single committee is best suited to address our oversight and governance needs and responsibilities. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies of which are available without charge on the investor relations section of our website at https://www.spark.net/investors/corporate-governance/governance-documents.

Our Audit Committee comprises Joseph E. Whitters, Bradley J. Goldberg, and Ulrike Handel. Mr. Whitters is the Chair of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that Mr. Whitters is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Our Audit Committee is directly responsible for, among other things:

Our Nominating, Governance and Compensation Committee comprises Bradley J. Goldberg, Ulrike Handel and Bangaly Kaba. Mr. Goldberg is the Chair of our Nominating, Governance and Compensation Committee. The composition of our Nominating, Governance and Compensation Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Our Nominating, Governance and Compensation Committee is responsible for, among other things:

The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During 2022, the Board of Directors held 10 meetings including telephonic meetings; the Audit Committee held 8 meetings and the Presiding and Nominating and Committee held 7 meetings. During 2022, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

In accordance with statutory provisions under applicable German law, no resolution by the Annual Meeting is proposed for this proposal no. 1 because the Administrative Board has already approved the adopted annual financial statements as well as the consolidated financial statements for the financial year 2022. Thus, the annual financial statements for the financial year 2022 have been established in accordance with Art. 9 (1) lit. c) ii), Art. 10 SE-Regulation in conjunction with Sec. 172 German Stock Corporation Act*. Therefore, approval of the annual financial statements for the financial year 2022 by the Annual General Meeting is not required, Art. 9 (1) lit. c) ii), Art. 10 SE Regulation in conjunction with Sec. 173 German Stock Corporation Act. For other documents referred to in this proposal no. 1, German statutory law only provides for a general information to the shareholders but no resolution by the Annual Meeting.

* The relevant provisions for stock corporations domiciled in Germany, in particular the provisions of the HGB and the German Stock Corporation Act (Aktiengesetz – AktG), apply to the Company due to the conflict-of-law rules set out in Art. 5, Art. 9 (1) lit. c) ii), Art. 53 as well as Art. 61 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SER) unless otherwise provided for by any more specific rules of the SER.

At the Annual Meeting, the shareholders are being asked to ratify the appointment of BDO as our auditor for the financial statements and for the consolidated financial statements as well as for review of interim financial reports for the fiscal year ending December 31, 2023. Under mandatory German corporate law the Annual Meeting must elect the auditor of the company for the current fiscal year. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal and if an auditor has not been elected by the end of the ongoing financial year, the Local Court of Munich, Germany shall appoint the auditor at the request of the legal representatives, the Administrative Board or a shareholder of Spark Networks SE.

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table below were approved by our Audit Committee.

RESOLVED, BDO USA, P.A., is appointed as independent registered public accounting firm for the Company for the year ended December 31, 2023, and BDO AG Wirtschaftsprüfungsgesellschaft, Katharina-Heinroth-Ufer 1, 10787 Berlin, Germany is appointed as local statutory auditor for the financial statements and group auditor for the consolidated financial statements for the fiscal year 2023 and as auditor for any review of interim financial reports for the fiscal year 2023 and for any review of interim financial reports for the fiscal year 2024 issued before the 2024 Annual General Meeting.

The Audit Committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the integrity of Spark’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of Spark’s independent registered public accounting firm, (3) the performance of Spark’s internal audit function, if any, and (4) other matters as set forth in the charter of the Audit Committee approved by the Board of Directors.

Management is responsible for the preparation of Spark’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of Spark’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of Spark Networks SE for the fiscal year ended December 31, 2022. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards of the PCAOB. In addition, the Audit Committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Spark Networks SE be included in Spark’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

All current members of the Administrative Board have been elected to the Administrative Board of Spark Networks SE by the Annual Meeting of August 31, 2022 for a period until the end of the Annual General Meeting that resolves on granting the Administrative Board members discharge for the fiscal year 2022. Pursuant to Section 10 (1) sent. AoA and Section 23 (1) SEAG, the Administrative Board of the Company shall consist of at least three and at most nine members. Otherwise, according to Section 10 (1) sent. 2 AoA the Annual General Meeting shall determine the number of members of the Administrative Board, taking into account Section 23 (1) SEAG. In order to perform its duties more efficiently, the Administrative Board shall be reduced to six members from the end of this Annual General Meeting until further notice.

The proposed substitute member shall become a member of the Administrative Board if a member of the Administrative Board retires before the end of the regular term of office without a successor having been appointed. His office ends if after the substitution situation has occurred a successor for the withdrawing Administrative Board member is elected by way of a by-election, with the close of the Annual General Meeting in which the by-election is resolved on, otherwise with the end of the remaining term of office of the withdrawing Administrative Board member. If the term of office of the substitute member ends by by-election for the withdrawing Administrative Board member the substitute member regains its previous office as substitute member for other members of the Administrative Board.



Colleen Birdnow Brown			Member of the Board of Directors of TrueBlue, Inc., Tacoma (Washington), USA and Big 5 Sporting Goods Corporation, El Segundo (California), USA
Adam Schwartz			Chairperson of the Board of HKR, Board Member of F. Schumacher & Co. Advisory Board Member of Bombas, Advisory Board Member of Attentive
Joseph E. Whitters			Chairman of the Board and member of the Audit Committee at Accuray Incorporated, Sunnyvale (California), USA, Member of the Board of Directors of SunMed Group Holdings, LLC (Michigan), USA, Member of the Board of Directors of CDC Dental Management Company (California), USA
Ulrike Handel			Member of the Board of Directors and Member of the Audit Committee of Schibsted ASA (Norway). Advisory Board Member of Kontora
Laura Marcero			Member of the Board of Directors of CWT (f/k/a Carson WagonLit), Minneapolis (Minnesota), USA
Pamela Corrie			Member of the Board of Directors of Boxed, Inc., New York (New York) USA, Member of the Boards of Directors of 15 subsidiary companies of Bed Bath & Beyond, Union (New Jersey), USA, Member of Board of Directors, Chair of Nominating and Governance Committee, Member of Audit, Compensation and Special Committees of iFIT Health & Fitness Inc., Logan (Utah), USA

At the Annual Meeting, the shareholders are being asked to approve our executive compensation on an advisory basis in accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) (the “say-on-pay” vote). The say-on-pay vote is an advisory vote on the compensation of our Named Executive Officers (the “NEOs”), as such compensation is disclosed pursuant to Item 402 of Regulation S-K in the section titled “Executive Compensation” in this Proxy Statement. The say-on-pay vote is not a vote on our general compensation policies, compensation of our Board of Directors or our compensation policies as they relate to risk management.

The auditor must check whether the compensation report pursuant to Section 162 German Stock Corporation Act contains all the information required by law and has to issue an audit opinion on such audit. Pursuant to Section 120a para. 4 German Stock Corporation Act, the audited compensation report together with the audit opinion must be submitted to the Annual General Meeting for a decision on its approval. The decision of the Annual General Meeting on the approval of the compensation report is of an advisory nature.

We conducted our audit of the remuneration report in accordance with § 162 (3) AktG and in compliance with the IDW Auditing Standard: The Audit of the Remuneration Report pursuant to § 162 (3) AktG (IDW PS 870 (08 2021)). Our responsibilities under this regulation and this standard are further described in the “Auditor's Responsibilities” section of our auditor’s report. Our audit firm has applied the requirements of the IDW Quality Management Standards. We have complied with our professional duties pursuant to the German Public Auditors Act (WPO) and the Professional Charter for Auditors/Chartered Accountants (BS WP/vBP), including the independence requirements.

The Executive Directors and the Administrative Board of Spark Networks SE are responsible for the preparation of the remuneration report, including the related disclosures, in compliance with the requirements of § 162 AktG. They are also responsible for internal controls they consider to be necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

This compensation report describes the remuneration to the acting and former Managing Directors and the members of the Administrative Board of Spark Networks SE (“Spark”, “Company”) during the fiscal year in the period from January 1, 2022 to December 31, 2022. The report explains in detail and individualized the structure and amount of the individual compensation components of the Managing Directors and the remuneration of the Administrative Board members. This compensation report was prepared by the Administrative Board and is based on the requirements of the German Stock Corporation Act and complies with the applicable recommendations of the German Corporate Governance Code (DCGK 2020), unless a deviation has been declared. Clear, comprehensible and transparent reporting is important to both the Executive Board and the Administrative Board.

Pursuant to the newly introduced Section 120a (1) of the German Stock Corporation Act (AktG), the Annual General Meeting of a listed company shall resolve on the approval of the compensation system for the Managing Directors presented by the Administrative Board whenever there is a significant change to the system, but at least every four years. The first resolution had to be passed by the end of the first Annual General Meeting following December 31, 2020.

Where the compensation report refers to the applicable and relevant compensation system for Managing Directors in accordance with section 162 of the German Stock Corporation Act (AktG), this refers to the compensation system in place when the Management Board Service agreements with the Managing Directors Mr. Eric Eichmann, Ms. Chelsea Grayson, Mr. David Clark, and Ms. Gitte Bendzulla were concluded (hereinafter referred to as the "Applicable Compensation System").

Long-term incentive awards represent the largest percentage of a Managing Director’s compensation package and they are awarded periodically. Awards are designed to incentivize and reward long-term value creation and stock price appreciation, recognize performance, align interests with those of our shareholders and retain top talent. The Managing Directors of Spark Networks SE shall be encouraged to make a long-term commitment to the Company and to promote sustainable growth and value creation. For this reason, a significant part of their total compensation is linked to the long-term development of the Company’s share price.


Vehicle	Operates like	Purpose	Exercise price definition
Market-priced virtual stock options	Stock option	Align with shareholder interests by reward long-term sustainable stock price appreciation	Granted with an exercise price equal to the average closing price of the underlying shares over the five trading days preceding the date of grant
Zero-priced virtual stock options	Restricted stock unit	Align with shareholder interests and support executive retention	In order to operate like a restricted stock unit, awards are granted to operate like whole-value shares and so have no associated exercise price (hence the term ‘zero-priced’)

The LTIP provides for the grant of (virtual) stock options. Each option represents the right to receive, upon exercise, a certain amount in cash determined on the relevant ADS Stock Price of the option minus the strike price of such option; provided, however, that the Company may elect to settle options in ADSs or ordinary shares of Spark Networks SE instead of cash at its sole discretion. As the (virtual) stock options are not necessarily settled in cash only, the grant of such options qualifies as an inflow of assets and compensation granted. However, even though the company can settle awards in cash under the LTIP rules, this feature is not currently used, nor is planned to be used Managing Directors.


Benefit	Eligibility		Key Features
Health & Welfare Insurance Benefits	All full-time US-based employees, including our NEOs	ü	Medical, dental, vision, group life, disability and accidental death and dismemberment insurance, voluntary life and accidental death and dismemberment
	All German-based employees, including our NEOs	ü	State or private health and care insurance, state unemployment insurance, state accident insurance
Retirement Benefits	All regular US-based employees, including our NEOs	ü	Employer sponsored 401(k) traditional and Roth retirement Safe Harbor plan Company match is 100% up to 4% of employee contribution with maximum employee contributions and employer match subject to annual federal limits
	All German-based employees, including our NEOs	ü	State pension insurance


Name Position	Fiscal Year	Salary (fixed)	Bonus (variable)	Option Awards(1) (variable)	Non-equity Incentive Plan Compensation (variable)	All Other Compensation(2) (fixed)	Total	Ratio of variable components
Chelsea Grayson(3) Chief Executive Officer	2022	€95,269 ($100,318)	—	—	€— ($—)	€183 ($193)	€95,452 ($100,511)	—%
	2021	€— ($—)	—	€— ($—)	€— ($—)	€— ($—)	€— ($—)	—%
David Clark(4) Chief Financial Officer	2022	€379,867 ($400,000)	—	—	€— ($—)	€46,400 ($48,859)	€426,267 ($448,859)	—%
	2021	€132,791 ($157,052)	—	€486,598 ($575,500)	€66,715 ($78,904)	€13,835 ($16,363)	€699,939 ($827,819)	79.05%
Gitte Bendzulla(5) Chief Operating Officer & Chief Legal Officer	2022	€80,000 ($84,240)	—	€—	€24,000 ($25,272)	€5,268 ($5,547)	€109,269 ($115,059)	21.96%
	2021	€240,000 ($283,848)	—	—	€18,144 ($21,459)	€16,226 ($19,191)	€274,371 ($324,498)	6.61%
Eric Eichmann(6) (Former) Chief Executive Officer	2022	€593,542 ($625,000)	€—	—	€— ($—)	€1,027,199 ($1,081,641)	€1,620,741 ($1,706,641)	—%
	2021	€528,452 ($625,000)	—	€— ($—)	€63,414 ($75,000)	€41,767 ($49,398)	€633,633 ($749,398)	10.01%

(1) Ms. Grayson's salary has been established in the Grayson Inc Service Agreement and Grayson SE Service Agreement (each as defined below) on a monthly basis. The monthly salary under the Grayson Inc Service Agreement is $94,000, and the monthly salary amount under the Grayson SE Agreement is €6,000 per month. Amounts in EUR have been converted into US Dollars based on the average exchange rate of 1.0530 and the combined value is referred to as base salary.

On December 21, 2022, our wholly-owned subsidiary Spark Networks, Inc. entered into an employment agreement with Ms. Grayson (the “Grayson Inc Service Agreement”) with respect to her employment as Interim Chief Executive Officer. The Grayson Inc Service Agreement provides for a monthly base salary of $94,000 ($1,128,000 on an annual basis) and further provides that the Board will consider appropriate additional incentive compensation opportunities in-line with market compensation for publicly traded companies of similar size to the Company, pending development and progression of the Company’s strategic initiatives during her employment period.

Also on December 21, 2022, Spark Networks SE entered into an executive director service agreement with Ms. Grayson (the “Grayson SE Service Agreement”) pursuant to which Ms. Grayson has a monthly base salary of €6,000 (€72,000 on an annual basis) (in addition to her salary under her employment agreement with Spark Networks, Inc.). The term of the Grayson SE Service Agreement is through August 31, 2023, after which time it may be extended by agreement of the parties.

On November 19, 2019, Spark Networks SE’s wholly-owned subsidiary Spark Networks, Inc. entered into an employment agreement with Mr. Eichmann (the “Eichmann Employment Agreement”) with respect to his employment as Chief Executive Officer of Spark Networks, Inc. The Eichmann Employment Agreement provides for an annual base salary of $525,000 and an annual target bonus amount of not less than $300,000. Pursuant to the Eichmann Employment Agreement, if Mr. Eichmann’s employment is terminated by Spark Networks, Inc. without cause or by Mr. Eichmann with good reason, then (i) if such termination occurs within 18 months of his employment agreement, Mr. Eichmann will be eligible to receive severance in an amount equal to 18 months of his annual base salary and his annual bonus amount for such period (plus an amount equal to the then current annual base salary and annual bonus payable to Mr. Eichmann pursuant to the executive director service agreement with Spark Networks SE, as described further below), paid in the form of salary continuation, as well as reimbursement of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage premium payments for 18 months; and (ii) if such termination occurs more than 18 months following the date of his employment agreement, Mr. Eichmann will be eligible to receive severance in an amount equal to 12 months of his annual base salary and his annual bonus amount for such period (plus an amount equal to the then current annual base salary and annual bonus payable to Mr. Eichmann pursuant to the executive director service agreement with the Company), as well as reimbursement of COBRA continuation coverage premium payments for 12 months. Mr. Eichmann’s eligibility for the foregoing severance is conditioned on Mr. Eichmann having first signed a release agreement in a form reasonably acceptable to the Administrative Board. Spark Networks, Inc. will reimburse Mr. Eichmann for ordinary course expenses incurred in connection with travel between the Berlin, Germany and New York, New York, and for income tax liabilities to the extent that such liabilities exceed by $25,000 the amount he would have otherwise been obligated to paid had he been subject only to income taxes in the United States.

Effective on November 28, 2022, the Board of Directors and Mr. Eichmann determined that Mr. Eichmann would resign as Managing Director and Chief Executive Officer of the Company and Spark Networks, Inc. effective November 30, 2022, and has terminated his service and employment with the Company and Spark Networks, Inc. effective December 31, 2022. This termination is a mutual separation without cause, and Mr. Eichmann will receive severance compensation pursuant to the terms of his existing employment agreement, subject to Mr. Eichmann signing a customary release.

Mr. Clark’s employment agreement with Spark SocialNet, Inc., a wholly-owned subsidiary of Spark Networks, Inc., provides for a base salary at an annual rate of $400,000 (of which $60,000 is paid by Spark Networks SE) and an annual bonus with a target amount of not less than 50% of his annual base salary based on the achievement of individual and Company performance goals to be determined by the Board. In the event that Spark Networks, Inc. terminates Mr. Clark’s employment (other than for cause, or on account of death or by disability), Mr. Clark is eligible to receive an amount equal to one year of his then-current annual base salary, payable in the form of salary continuation, and he vests in the number of options that would have vested on the vesting date immediately following his termination of employment if Mr. Clark had remained employed by the Company such vesting date. Mr. Clark’s eligibility for severance is conditioned on him having first signed a release agreement in the form reasonably acceptable to the Board. In addition, in the event that his employment is terminated by Spark Networks without cause, or Mr. Clark

Mr. Clark would be entitled to additional payments in the event of certain terminations of employment under the Clark Executive Director Service Agreement, which may be terminated by either party with notice of six months (if termination occurs within 12 months after commencement of employment) or 75 days (if termination occurs more than 12 months after commencement of employment), unless the termination is for “important reason”. Mr. Clark is entitled to continue receiving his salary under the Clark Executive Director Service Agreement during the applicable notice period in addition to severance under the Clark Employment Agreement. In the event of Mr. Clark’s death, the Company will provide Mr. Clark’s surviving dependents with an insured sum pursuant to an accident insurance policy equal to €600,000, and Mr. Clark’s surviving dependents will be also entitled to receive the Mr. Clark’s salary for the remainder of the month of death and two subsequent months. In the event of Mr. Clark’s disability, the Company will provide Mr. Clark with an insured sum equal to €1,200,000, and Mr. Clark will be entitled to receive continued payment of his salary for six months, or the remainder of the term of the Clark Executive Director Service Agreement, if shorter. Mr. Clark will also be entitled to receive payment equal to 50% of his salary under the Clark Executive Director Service Agreement for the duration of the one-year non-competition covenant set forth in the Clark Executive Director Service Agreement, except that this amount will not be payable to the extent he receives severance under the Clark Employment Agreement.

Ms. Bendzulla has entered into an employment agreement with Spark Networks which provides for an annual fixed compensation (base salary) and an annual performance award (annual bonus) with a target amount of 30% of her then current fixed gross annual salary. The relevant goals shall be established annually by the Administrative Board after consultation with Ms. Bendzulla. The final amount of the bonus shall be determined annually by the Administrative Board based on achievement of the established goals at the same time as the annual financial statements of Spark Networks are approved by Spark Networks’ auditors. The annual bonus, if any, shall be due and payable at the end of the month following such approval of the annual financial statements. Upon termination of employment, the agreement provides that Ms. Bendzulla may not compete with Spark Networks for one year provided that Spark Network pays Ms. Bendzulla during such period an amount equal to 50% of her total remuneration most recently received by her. Spark Networks shall be entitled to waive this non-compete covenant by written declaration at any time, including after the service relationship, with the effect that Ms. Bendzulla is released of the obligations immediately, and Spark Networks shall be free of the obligation to pay compensation with immediate effect starting from the date of declaration. Ms. Bendzulla is further entitled to receive a severance payment in the amount equal to six months of her base salary, plus the pro rata portion of her annual bonus for such year assuming achievement at the 100% level. The severance payment shall be due and payable together with the last regular salary payment. Any vesting of VSOP or stock option granted to Ms. Bendzulla due to occur within the next 3 months after the effective date of the termination shall continue to vest. In addition to the fixed and variable remuneration components, under the terms of the agreement, Ms. Bendzulla is entitled to additional benefits and reimbursement of necessary and reasonable expenses. Ms. Bendzulla’s current base salary is €240,000 and her annual bonus target amount is €72,000.

The metrics approved for 2022 were revenue and marketing contribution, reflecting the Company’s priorities of driving shareholder value while ensuring continuing to meet the Company’s debt covenants. Spark Networks SE seeks to establish goals that are rigorous, and appropriately align pay with performance, while not incentivizing excessive risk taking. Each metric has a threshold, target and maximum performance goal associated with it, and a corresponding level of payout.

Spark Networks SE believes that it is also important to incentivize and reward for performance in areas of strategic importance specific to each executive’s role. Objectives are established and approved by the Nomination, Governance and Compensation Committee (NGCC) in the first quarter and are intended to reflect drivers of future financial performance. Performance goals are both quantitative and qualitative and reflect areas such as product development, customer satisfaction and human capital management. Nevertheless, as a result of the Company's failure to meet the financial goals under its annual cash incentive plan, it was decided that no bonuses would be paid to NEOs.


	Market-priced virtual stock options Operating like stock options		Zero-priced virtual stock options Operating like RSUs		Total value of awards in 2022 (1)
	Number	Value (1)	Number	Value (1)
Chelsea A. Grayson	0	$0	0	$0	$0
David Clark	0	$0	0	$0	$0
Gitte Bendzulla	0	$0	0	$0	$0
Eric Eichmann	0	$0	0	$0	$0

(1) This value represents the grant date fair value of the stock options granted as computed in accordance with ASC 718 and captured in the Summary Compensation Table.


	Option Awards
			Option Awards			Zero Option Awards
Name	Grant Date	Vesting Commencement Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Expiration Date
Chelsea Grayson			—	—	0	—	—
Chief Executive Officer
David Clark	8/31/21	8/31/21	62,500	137,500	3.77	31,250	68,750	9/30/28
Chief Financial Officer
Gitte Bendzulla	1/21/20	1/31/20	50,625	—	4.88	—	—	2/28/27
Former Chief Operating Officer & Chief Legal Officer	11/30/20	11/30/20	13,125	—	4.33	—	—	12/31/27
Eric Eichmann	1/21/20	1/31/20	572,691	—	4.88	56,126	—	2/28/27
Former Chief Executive Officer

In the event that Spark Networks, Inc. terminates Mr. Clark’s employment (other than for cause, or on account of death or by disability), Mr. Clark is eligible to receive an amount equal to one year of his then-current annual base salary, payable in the form of salary continuation, and he vests in the number of options that would have vested on the vesting date immediately following his termination of employment if Mr. Clark had remained employed by the Company such

vesting date. Mr. Clark’s eligibility for severance is conditioned on him having first signed a release agreement in the form reasonably acceptable to the Board. In addition, in the event that his employment is terminated by Spark Networks without cause, or Mr. Clark terminates his employment with good reason, Mr. Clark is entitled to receive any annual bonus earned but not yet paid and a pro-rated annual bonus for the year in which his employment terminates.


Compensation Component		Description
Fixed compensation		•Chairman: EUR 120,000 •Vice Chairman: EUR 100,000 •Ordinary member: EUR 80,000
Committee Compensation	Nominating, Governance and Compensation Committee	•Chairman: EUR 18,000 •Ordinary member: EUR 10,000
	Audit Committee	•Chairman: EUR 20,000 •Ordinary member: EUR 12,500
Other		•Reimbursement for all out-of-pocket expenses and for the sales tax payable on out-of-pocket expenses and compensation •Financial loss liability insurance (D&O insurance) coverage

The following table sets forth the compensation earned by or paid to the non-executive members of the Administrative Board for services provided during the year ended December 31, 2022. Other than as described below, none of those members of the Administrative Board received any fees or reimbursement of any expenses (other than customary expenses in connection with the attendance of meetings of the Administrative Board) or any equity or non-equity awards in the year ended December 31, 2022. Amounts are converted from the policy values set out above into US Dollars based on the average 2022 exchange rate of 1.053.


Name	Fees Earned or Paid in Cash	Option Awards	Total
Axel Hefer(2)	€61,667 ($64,935)	—	€61,667 ($64,935)
Bangaly Kaba	€90,000 ($94,770)	—	€90,000 ($94,770)
Bradley J. Goldberg	€111,333 ($117,234)	—	€111,333 ($117,234)
Chelsea A. Grayson(6)	€89,792 ($94,551)	—	€89,792 ($94,551)
Colleen Birdnow Brown	€121,042 ($127,457)	—	€121,042 ($127,457)
David Khalil(3)	€60,000 ($63,180)	—	€60,000 ($63,180)
Joseph E. Whitters	€101,667 ($107,055)	—	€101,667 ($107,055)
Michael McConnell(4)	€30,833 ($32,467)	—	€30,833 ($32,467)
Ulrike Handel(5)	€30,000 ($31,590)	—	€30,000 ($31,590)

Annual change 2022 vs. 2021

Annual change 2021 vs. 2020

in %

Managing Directors

Chelsea Grayson

n/a

Gitte Bendzulla

-60%

-67%

David Clark

-39%

n/a

Eric Eichmann

+156%

-89%

Members of the Administrative Board

Axel Hefer(1)

-43%

+64%

Bangaly Kaba

-3%

n/a

Bradley J. Goldberg

+103%

+68%

Chelsea A. Grayson(5)

-3%

+137%

Colleen Birdnow Brown

+12%

+71%

David Khalil(2)

-48%

+46%

Joseph E. Whitters(2)

+161%

n/a

Michael McConnell(3)

n/a

Ulrike Handel(4)

n/a

Employees

Average employee compensation of the Group

-1%

-9%

Earning Performance Spark Networks SE

(in thousands € ($))

Net profits of the Group

-37%

-26%

Net profits of the Company

-100%

-33%

Through the Act on the Introduction of Virtual General Meetings of Stock Corporations and Amendment of Cooperative and Insolvency and Restructuring Law Provisions (Federal Law Gazette I No. 27 2022, p. 1166 et seqq.), the virtual general meeting has been permanently regulated in the German Stock Corporation Act. Pursuant to Section 118a (1) sent. 1 German Stock Corporation Act, the articles of association may provide or authorize the Administrative Board to provide that the general meeting be held as a virtual general meeting, i.e. without the physical presence of the shareholders or their proxies at the place of the general meeting.

Such an authorization of the Administrative Board shall be resolved, whereby use shall not be made of the maximum possible term of five years provided for in the law. Instead, only an authorization for the holding of virtual general meetings in a period of two years is to be resolved initially. For future general meetings, it shall be decided separately in each case, taking into account the circumstances of the individual case, whether to make use of the authorization and hold a general meeting as a virtual general meeting. The Administrative Board will make its decisions taking into account the interests of the Company and its shareholders and will in particular consider the protection of shareholders' rights as well as aspects of health protection of the participants, effort and costs as well as sustainability considerations.

Percentage ownership of our ADSs is based on 26,254,760 ADSs outstanding as of March 22, 2023. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares subject to options or other convertible securities held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 22, 2023 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Spark Networks SE, Kohlfurter Straße 41/43, Berlin Germany 10999.


Name of beneficial owner	Number of ADSs beneficially owned	Percentage of ADSs beneficially owned
5% stockholders
Osmium Partners, LLC	5,110,564	19.5	%
First Manhattan Co.2	2,551,300	9.7	%
Named Executive Officers, Directors and Director Nominees
Bangaly Kaba	—	—	%
Brad Goldberg	50,000	0.2	%
Chelsea A. Grayson	—	—	%
Colleen Birdnow Brown	15,000	0.1	%
Joseph E. Whitters	525,000	2.0	%
Michael McConnell	—	—	%
Ulrike Handel	—	—	%
David Clark	3,000	—	%
Frederic Beckley	—	—	%
All current executive officers and directors as a group (8 persons)	593,000	2.3	%

(1) Reflects 5,110,564 shares held by Osmium Partners, LLC, a Delaware limited liability company ("Osmium Partners") of which John H. Lewis is the controlling member, which had shared dispositive power and shared voting power over 4,768,202 shares of common stock and serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the “Fund”), which had shared dispositive power and shared voting power over 2,196,417 shares of common stock, (including an aggregate of 110,300 ADSs that may be acquired pursuant to call options held by the Fund) and Osmium Capital II, LP, a Delaware limited partnership (“Fund II”) which had shared dispositive power and shared voting power over 850,264 shares of common stock, (including an aggregate of 42,500 ADSs that may be acquired pursuant to call options held by Fund II), Osmium Spartan, LP, a Delaware limited partnership (“Fund III”) which had shared dispositive power and shared voting power over 657,547 shares of common stock, (including an aggregate of 43,500 ADSs that may be acquired pursuant to call options held by Fund III), and Osmium Diamond, LP, a Delaware limited partnership (“Fund IV”) which had shared dispositive power and shared voting power over 1,063,974 of common stock (including an aggregate of 51,200 ADSs that may be acquired pursuant to call options held by the Fund IV) (all of the foregoing, collectively, the “Filers”). The Fund, Fund II, Fund III and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, Fund III and Fund IV directly own the common shares reported in this Statement. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and Fund IV (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer. This information is based solely on a review of an amendment to Schedule 13D filed with the SEC on January 5, 2023 by the Filers.

(2) First Manhattan Co. LLC (“First Manhattan”) filed a Schedule 13G with the SEC on February 14, 2023 reporting that it is deemed to be the beneficial owner in excess of 5% of the outstanding shares of Company common stock. First Manhattan reported that it has sole voting power with respect to 1,270,000 shares, shared voting power with respect to 1,281,300 shares, sole dispositive power with respect to 1,270,000 shares, and shared dispositive power with respect to 1,281,300 shares.


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Right	Weighted-Average Exercise Price of Outstanding Options, Warrants and Right	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	2,869,457	$2.94	449,234
Equity compensation plans not approved by security holders
Total	2,869,457	$2.94	449,234


At a Glance		Named Executive Officers Serving in 2022 Chelsea A. Grayson(1) interim Chief Executive Officer David Clark(2) Managing Director & Chief Financial Officer Frederic Beckley(3) Chief Administrative Officer & General Counsel Eric Eichmann(4) Former Managing Director & Chief Executive Officer (1) Appointed interim Chief Executive Officer in December 2022 and Chief Executive Officer in March 2023. Resigned from her position on July 7. 2023. (2) Terminated employment in April 2023. (3) Appointed in April 2022. (4) Ceased serving as an Executive Officer in November 2022 and terminated employment in January 2023.

Compensation Design	46
Compensation Philosophy and Strategic Alignment	·
Overview of our Compensation Program, Policies and Practices	·

Compensation Governance	47
Nominating, Governance and Compensation Committee Role	·
Shareholder Engagement	·
Use of Market Data and Target Positioning
Managing Compensation Risk

2022 Compensation Decisions and Outcomes	49
Base Salary	·
Annual Cash Incentives	·
Equity Incentives	·
Benefits and Perquisites	·

Nominating, Governance and Compensation Committee Report	52

•New leaders were onboarded during the year. Mr. Eichmann ceased serving as an Executive Officer on November 30, 2022 and terminated employment on January 1, 2023. Mr. Eichmann's unvested equity awards were cancelled in full as of November 2022 and he received severance payments that were provided for under his separation agreement. As the company continued to explore different strategic alternatives, the Board appointed Ms. Grayson, who was previously Vice Chair of the Board, as the interim Chief Executive Officer effective December 1, 2022. Ms. Grayson’s compensation was established to reflect the nature of her role, stewarding the company at a critical time, and comprises a fixed salary (designated in a combination of USD and EUR values) and benefits available to other employees. As interim CEO, Ms. Grayson did not receive any equity-based pay or an annual incentive award. Finally, Mr. Beckley was appointed Chief Administrative Officer & General Counsel during the year, replacing Ms. Bendzulla. Mr. Beckley received stock option awards in connection with the execution of his employment agreement, and his incentive compensation is aligned with that provided to other permanent executive officers. Details of each NEO's compensation is explained further in this Compensation Discussion & Analysis.


Principle	How we achieve this(1)
Link pay to the achievement of measurable corporate goals and individual performance	ü	Base a majority (70%) of the annual incentive on corporate financial performance
	ü	Base a meaningful element (30%) of the annual incentive on quantitative and/or qualitative objectives by individual aligned to areas of strategic importance to Spark
Align executives’ incentives with stockholder value creation	ü	Utilize annual incentive performance metrics that drive stock price performance
	ü	Deliver a meaningful proportion of compensation in equity-based vehicles, that incentivize sustainable stock price appreciation
Attract and retain the best possible executive talent	ü	Offer market competitive compensation opportunities


Strategic priority	Compensation alignment
Product improvements	ü	Reflected in individual objectives
Organic growth	ü	Revenue and performance goals account for 70% of the annual incentive for all eligible executive officers
Social discovery	ü	Reflected in individual objectives
	ü	Marketing contribution underpin applicable to annual incentive, with opportunities capped at target if budgeted contribution is not met
Maximize shareholder value	ü	Revenue growth, which accounts for 70% of the annual incentive, is a key driver of value creation
	ü	Reflected in individual objectives including debt refinancing activities and product/technology improvements
	ü	Reinforced by use of equity-based compensation, including virtual market-priced stock options which require stock price appreciation to yield value


Equity: 100% at-risk variable pay tied to stock price performance, granted in the form of virtual stock options settled in stock, that are intended to operate in a similar manner as stock options and RSUs. The average equity mix for the four named executive officers still serving on December 31, 2022 since appointment is 47% in the form of stock option equivalents, and 53% in the form of RSU equivalents. Awards vest over a period of four years.						Annual Cash Incentive: 100% at-risk variable pay based on financial performance (70%) and individual performance (30%). Financial performance is based equally on revenue goals. Awards are paid in cash shortly following year-end. Salary: Fixed cash compensation paid monthly.

The Nominating, Governance and Compensation (NGC) Committee oversees Spark’s executive compensation program (in addition to performing the functions of a nominating committee). The Committee develops and recommends to the Board the overall compensation package for our Chief Executive Officer and, with the additional assistance of our Chief Executive Officer, for each of our other executive officers. During 2022, the NGC Committee also made recommendations to the Board on the compensation for Ms. Grayson in her capacity as Interim CEO. Individuals serving as Chief Executive Officer including Mr. Eichmann and Ms. Grayson do not participate in conversations in which decisions are made with respect to their own compensation.

Although objective criteria may be used, the Committee retains final discretion in determining the compensation of our executive officers. As a general practice, the Committee makes significant decisions over multiple meetings, discussing conceptual matters, reviewing preliminary recommendations, reviewing final recommendations, and reviewing advice from legal advisors before acting. The Committee also holds special meetings as necessary in order to perform its duties.

Spark is committed to meaningful shareholder outreach and senior management interacts regularly with our major shareholders. To the extent it is provided, feedback on executive compensation practices is considered by the NGC Committee. At our 2022 shareholder meeting, 94.4% of votes were cast in favor of our say-on-pay resolution. This was a notable increase from the prior year’s vote, and an indication that our shareholders welcomed the changes we had made in response to their feedback and the clarifications that we made via disclosure as to how our program operates. We have retained elements of that explanation below to maintain clarity on our program design and disclosure, which reflects the combination of German and US requirements that apply to us.


Frequently Asked Question						Our Response
Maximum compensation opportunities for Managing Directors						Under German law, Spark is required to disclose a maximum compensation value which is not necessarily reflective of how our programs actually operate. Maximum levels of variable compensation will only be earned to the extent the associated performance standards and stock price appreciation are achieved. For clarity: •Eligible executives have a maximum annual cash incentive opportunity of 200% their respective target, with targets ranging from 48% - 50%. •Equity awards are issued periodically and while the Summary Compensation Table includes accounting values for the awards at grant, the NGC Committee considers the potential value that could be realized under different performance scenarios when contemplating grants.
Equity being issued in the form of zero-priced options						The structure of equity awards in the form of virtual stock options reflects requirements and constraints under German law that Spark is subject to. The NGC Committee has sought to improve disclosure to better explain the virtual stock options we use both with and without exercise prices, which in effect operate like stock options and RSU. The NGC Committee believes that these vehicles appropriately align executive officers’ interests with those of our shareholders and reflect market norms within our industry.
Lack of performance-based long-term incentives						The NGC Committee believes that virtual stock options provide a meaningful performance-based incentive to increase company value in a sustainable, long-term manner. Furthermore, the use of vehicles such as stock options and RSUs are widely observed in our industry and believed to be market aligned and market competitive.
Lack of equity-based Director’s compensation						Under German law, Spark is unable to issue equity to its directors, something that is commonplace in the US. The director compensation program provides a reasonable balance between US and German compensation practices for the Board and its Committees, and enables Spark to attract and retain high caliber talent.

The peer group used for compensation benchmarking has been unchanged since its approval in 2019 and is summarized below. It was developed with the help of an outside consultant, WTW, to assist in establishing market-aligned compensation for Mr. Eichmann on his appointment. At this time, three distinct reference groups of companies were established comprising of companies generally operating in the online and technology industries, based in Germany, Europe more broadly and the US. Companies were selected based on relevance and with a view to positioning Spark appropriately relative to the median in terms of revenue and market capitalization.

Country

Reference Companies

Spark’s Relative Size (1)

Revenue

Market Capitalization

Germany

1.Cewe Stiftung & Co. KGaA

2.Delivery Hero SE

3.Delticom AG

4.Holidaycheck Group AG

5. Home24.de

6. Lotto 24 AG

7. Scout24 AG

8. trivago N.V.

9. westwing Group AG

10. windeln.de SE

11. Xing

42nd percentile

25th percentile

Pan-Europe

(Outside of Germany)

1.Basware Oyj

2.BigBen Interactive

3.Digia Oyj

4.Digital Bros S.p.A

5.Doro AB

6. Eprice SpA

7. Group LDLC société anonyme

8. Just eat plc

9. lastminute.com N.V.

10. Moneysupermarket.com Group

11. PayPoint plc

12. Shop Apotheke Europe N.V.

13. Takeaway.com

62nd percentile

51st percentile

United States

1.Care.com, Inc.

2.CarGurus, Inc.

3.DHI Group, Inc.

4.Eventbrite, Inc.

5. EverQuote, Inc.

6. Leaf Group Ltd.

7. Rosetta Stone Inc.

8. SciPlay Corporation

9. The Meet Group, Inc.

10. Travelzoo

11. Truecar, Inc.

71st percentile

28th percentile

(1) As collected in 2019 at the time data was considered; revenue represented most recent financial year and market capitalization was a trailing twelve-month average.

The NGC Committee did not target a specific reference point among this data. The determination of base salary, target cash incentive opportunities, and equity incentive grants are based on the NGC Committee’s subjective evaluation of a variety of factors, including the executive’s position, scope of responsibility, prior experience, performance, and criticality in the context of prevailing rates of pay in the market. More broadly the NGC Committee considers compensation increases in the context of Spark’s overall financial performance, employee merit budgets, broader economic factors, and affordability. Given Mr. Eichmann’s compensation was unchanged during 2022, the peer group was not changed.

In establishing compensation for Ms. Grayson as interim CEO the NGC Committee and Board gave consideration to Ms. Grayson’s qualifications for the role via her prior experience and role on the Board, the present Company circumstances, and compensation for the outgoing CEO. In light of Ms. Grayson's appointment as Chief Executive Officer in March 2023, the NGC Committee and Board plan to perform an analysis in 2023 looking at market practices to reassess Ms. Grayson’s package. In establishing compensation for Mr. Beckley, consideration was given to his prior compensation, the highly relevant skills and experience he would bring to the role related to US and German companies, and internal relativities with other executive officers.

Compensation is an essential part of risk management and the NGC Committee carefully assess whether Spark’s compensation programs align with sound risk management principles. This includes establishing an appropriate ratio between cash and equity compensation, as well as fixed and variable compensation, not overly exposing the executives to stock price or over leveraging the compensation mix towards market-priced virtual stock options, and setting stretching yet responsible performance goals under the annual cash incentive plan. The NGC Committee believes that Spark’s compensation policies and practices do not encourage unnecessary or excessive risk-taking.

During 2022 Spark did not maintain stock ownership requirements or a compensation recoupment policy. The NGC Committee plans to review this in 2023 as it continues to monitor the development of the Nasdaq exchange's final listing standards. Executive officers are subject to Spark’s Insider Trading Policy which prohibits insider trading and certain speculative transactions, including, but not limited to, short sales, buying put and selling call options (such as zero cost collars and forward sales contracts) and other hedging or derivative transactions in Spark’s securities. The Policy also places limits on the pledging of Spark’s securities as collateral for loans or holding such securities in a margin account for which prior approval is required. In addition to these hedging and pledging restrictions, the Policy establishes a regular blackout period schedule during which the executives may not trade in Spark’s securities and establishes pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction in Spark’s securities.

The annual cash incentive plan is designed to drive near-term business objectives and strategic priorities, and reward for progress and performance delivered during the year. Awards consist of an annual target with performance measures based on a combination of quantitative financial performance goals and a combination of quantitative and qualitative individual objectives. The maximum payout opportunity was increased in 2022 from 150% to 200% of target. Ms. Grayson was not eligible to receive an award in 2022.

The metrics approved for 2022 were revenue and marketing contribution, reflecting the Company's priorities of driving shareholder value while ensuring continuing to meet the Company's debt covenants. Spark Networks SE seeks to establish goals that are rigorous, and appropriately align pay with performance, while not incentivizing excessive risk taking. Each metric has a threshold, target and maximum performance goal associated with it, and a corresponding level of payout.

Spark Networks SE believes that it is also important to incentivize and reward for performance in areas of strategic importance specific to each executive’s role. Objectives are established and approved by the NGC Committee in the first quarter and are intended to reflect drivers of future financial performance. Performance goals are both quantitative and qualitative and reflect areas such as product development, customer satisfaction and human capital management. Nevertheless, as a result of the


Vehicle	Operates like	Purpose	Exercise price definition
Market-priced virtual stock options	Stock option	Align with shareholder interests by reward long-term sustainable stock price appreciation	Granted with an exercise price equal to the average closing price of the underlying shares over the five trading days preceding the date of grant
Zero-priced virtual stock options	Restricted stock unit	Align with shareholder interests and support executive retention	In order to operate like a restricted stock unit, awards are granted to operate like whole-value shares and so have no associated exercise price (hence the term ‘zero-priced’)


	Market-priced virtual stock options Operating like stock options		Zero-priced virtual stock options Operating like RSUs		Total value of awards in 2022 (1)
	Number	Value (1)	Number	Value (1)
Chelsea A. Grayson	0	$0	0	$0	$0
David Clark	0	$0	0	$0	$0
Frederick Beckley	190,000	$184,490	90,000	$200,340	$384,830
Eric Eichmann	0	$0	0	$0	$0

(1) This value represents the grant date fair value of the stock options granted as computed in accordance with ASC 718 and captured in the Summary Compensation Table.


Benefit	Eligibility		Key Features
Health & Welfare Insurance Benefits	All full-time US-based employees, including our NEOs	ü	Medical, dental, vision, group life, disability and accidental death and dismemberment insurance, voluntary life and accidental death and dismemberment

Retirement Benefits	All regular US-based employees, including our NEOs	ü	Employer sponsored 401(k) traditional and Roth retirement Safe Harbor plan Company match is 100% up to 4% of employee contribution with maximum employee contributions and employer match subject to annual federal limits


Name Position	Fiscal Year	Salary (fixed)	Bonus (variable)	Option Awards(1) (variable)	Non-equity Incentive Plan Compensation (variable)	All Other Compensation(2) (fixed)	Total
Chelsea Grayson(3) Chief Executive Officer	2022	$100,318	—	—	—	$193	$100,511
	2021	—	—	—	—	—	—
David Clark(4) Chief Financial Officer	2022	$400,000	—	—	—	$48,859	$448,859
	2021	$157,052	—	$575,500	$78,904	$16,363	$827,819
Frederic Beckley(5) Chief Administrative Officer & General Counsel	2022	$291,250	—	$384,830	—	$8,234	$684,314
	2021	—	—	—	—	—	—
Eric Eichmann(6) (Former) Chief Executive Officer	2022	$625,000	—	—	—	$1,081,641	$1,706,641
	2021	$625,000	—	—	$75,000	$49,398	$749,398


	Option Awards
			Option Awards			Zero Option Awards
Name	Grant Date	Vesting Commencement Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Expiration Date
Chelsea Grayson			—	—	0	—	—
Chief Executive Officer
David Clark	8/31/21	8/31/21	62,500	137,500	3.77	31,250	68,750	9/30/28
Chief Financial Officer
Frederic Beckley	4/30/22	4/30/22	—	190000	2.93	—	90000	5/30/29
Chief Administrative Officer & General Counsel
Eric Eichmann	1/21/20	1/31/20	572,691	—	4.88	56,126	—	2/28/27
Former Chief Executive Officer

Eric Eichmann. On November 19, 2019, our wholly-owned subsidiary Spark Networks, Inc. entered into an employment agreement with Mr. Eichmann (the “Eichmann Employment Agreement”) with respect to his employment as Chief Executive Officer of Spark Networks, Inc. The Eichmann Employment Agreement provides for an annual base salary of $525,000 and an annual target bonus amount of not less than $300,000. Pursuant to the Eichmann Employment Agreement, if Mr. Eichmann’s employment is terminated by Spark Networks, Inc. without cause or by Mr. Eichmann with good reason, then (i) if such termination occurs within 18 months of his employment agreement, Mr. Eichmann will be eligible to receive severance in an amount equal to 18 months of his annual base salary and his annual bonus amount for such period (plus an amount equal to the then current annual base salary and annual bonus payable to Mr. Eichmann pursuant to the executive director service agreement with Spark Networks SE, as described further below), paid in the form of salary continuation, as well as reimbursement of COBRA continuation coverage premium payments for 18 months; and (ii) if such termination occurs more than 18 months following the date of his employment agreement, Mr. Eichmann will be eligible to receive severance in an amount equal to 12 months of his annual base salary and his annual bonus amount for such period (plus an amount equal to the then current annual base salary and annual bonus payable to Mr. Eichmann pursuant to the executive director service agreement with the Company), as well as reimbursement of COBRA continuation coverage premium payments for 12 months. Mr. Eichmann’s eligibility for the foregoing severance is conditioned on Mr. Eichmann having first signed a release agreement in a form reasonably acceptable to the Administrative Board. Spark Networks, Inc. will reimburse Mr. Eichmann for ordinary course expenses incurred in connection with travel between the Berlin, Germany and New York, New York, and for income tax liabilities to the extent that such liabilities exceed by $25,000 the amount he would have otherwise been obligated to paid had he been subject only to income taxes in the United States.

Gitte Bendzulla. Ms. Bendzulla has entered into an employment agreement with Spark Networks which provides for an annual fixed compensation (base salary) and an annual performance award (annual bonus) with a target amount of 30% of her then current fixed gross annual salary. The relevant goals shall be established annually by the Administrative Board after consultation with Ms. Bendzulla. The final amount of the bonus shall be determined annually by the Administrative Board based on achievement of the established goals at the same time as the annual financial statements of Spark Networks are approved by Spark Networks’ auditors. The annual bonus, if any, shall be due and payable at the end of the month following such approval of the annual financial statements. Upon termination of employment, the agreement provides that Ms. Bendzulla may not compete with Spark Networks for one year provided that Spark Network pays Ms. Bendzulla during such period an amount equal to 50% of her total remuneration most recently received by her. Spark Networks shall be entitled to waive this non-compete covenant by written declaration at any time, including after the service relationship, with the effect that Ms. Bendzulla is released of the obligations immediately, and Spark Networks shall be free of the obligation to pay compensation with immediate effect starting from the date of declaration. Ms. Bendzulla is further entitled to receive a severance payment in the amount equal to six months of her base salary, plus the pro rata portion of her annual bonus for such year assuming achievement at the 100% level. The severance payment shall be due and payable together with the last regular salary payment. Any vesting of VSOP or stock option granted to Ms. Bendzulla due to occur within the next 3 months after the effective date of the termination shall continue to vest. In addition to the fixed and variable remuneration components, under the terms of the agreement, Ms. Bendzulla is entitled to additional benefits and reimbursement of necessary and reasonable expenses. Ms. Bendzulla’s current base salary is €240,000 and her annual bonus target amount is €72,000.

David Clark. Mr. Clark’s employment agreement with Spark Networks provides for a base salary at an annual rate of $340,000 and an annual bonus with a target amount of not less than 50% of his annual base salary based on the achievement of individual and Company performance goals to be determined by the Board. In the event that Spark Networks terminates Mr. Clark’s employment (other than for cause, by death or by disability), Mr. Clark will be eligible to receive an amount equal to one year of his then-current annual base salary, payable in the form of salary continuation, and his unvested options shall vest in the number of options that would have vested on the next Vesting Date (as defined in the LTIP) following the effective date of termination had Mr. Clark remained employed by the Company at that Vesting Date. Such severance shall be reduced by any remuneration paid to Mr. Clark because of his employment or self-employment during the severance period, and Mr. Clark shall promptly report all such remuneration to the Company in writing. Mr. Clark’s eligibility for severance is conditioned on him having first signed a release agreement in the form reasonably acceptable to the Board.

Also in connection with Mr. Clark’s hiring, Spark Networks SE entered into an executive director service agreement with Mr. Clark pursuant to which Mr. Clark has an annual base salary of $60,000 (in addition to his salary under his employment agreement with Spark Networks, Inc.). The term of such agreement is in accordance with the German Corporate Governance Codex limited to 3 years. Mr. Clark resigned as Managing Director and Chief Financial Officer of the Company and Spark Networks, Inc. effective April 14, 2023.

Chelsea A. Grayson. Ms. Grayson's employment agreement with Spark Networks provides for a base salary at an annual rate of $1,128,000 and further provides that the Board will consider appropriate additional incentive compensation opportunities in-line with market compensation for publicly traded companies of similar size to the Company, pending development and progression of the Company’s strategic initiatives during her employment period. Ms. Grayson also has an executive director service agreement with Spark Networks SE pursuant to which provides for a base salary at an annual rate of €72,000.

The Board did not adjust Ms. Grayson’s compensation in connection with her appointment to Chief Executive Officer on March 29, 2023. On July 7, 2023, Ms. Grayson resigned as Executive Director and Chief Executive Officer of the Company and Spark Networks, Inc., and terminated her service and employment with the Company and Spark Networks, Inc. effective July 7, 2023. Ms. Grayson also resigned as a member of the Company’s Board, effective July 7, 2023. The Company and Sparks Networks, Inc. have entered into a Resignation Agreement with Ms. Grayson (the “Resignation Agreement”), which provides for Ms. Grayson’s resignation as a member of the Board, and as Chief Executive Officer of the Company and Spark Networks, Inc., and contains other customary terms and conditions. Pursuant to the Resignation Agreement, the Company will pay Ms. Grayson $600,000 as severance compensation in six equal monthly installments, and reimburse Ms. Grayson for up to $25,000 in professional advisory fees and 12 months of COBRA payments. In addition, the parties have agreed to mutual releases of claims.


Year	Summary Compensation Table Total for PEO ($) (1)	Compensation Actually Paid to PEO ($) (1)	Summary Compensation Table Total for PEO 2 ($) (2)	Compensation Actually Paid to PEO 2 ($) (2)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3)	Value of Initial Fixed $100 Investment Based On:	Net Income (Loss) ($) (thousands)
							Total Shareholder Return ($)
2022	$1,706,641	$845,654	$100,511	$100,511	$566,587	$234,565	$12	$(44,190)
2021	$749,398	($491,147)	$0	$0	$507,067	$352,799	$59	$(68,155)


Adjustments	PEO - Eichmann		PEO - Grayson		Avg. Other NEOs
	2022	2021	2022	2021	2022	2021
Summary Compensation Table Total	$1,706,641	$749,398	$100,511	$0	$566,587	$507,067
Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table	$0	$0	$0	$0	($192,415)	($170,910)
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	$0	$0	$0	$0	$47,300	$159,170
Addition of change in fair value at FY end versus prior FY end for awards granted in a prior FY that remained outstanding	$0	($1,131,599)	$0	$0	($165,344)	($49,868)
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	$(157,505)	($108,946)	$0	$0	($21,563)	($9,458)
Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions	$(703,482)	$0	$0	$0	$0	($83,203)
Compensation Actually Paid	$845,654	($491,147)	$100,511	$0	$234,565	$352,799

Director compensation was established to comply with the German Corporate Governance Code and consequently, director compensation is currently paid solely in the form of cash. During our 2021 shareholder engagement, questions were specifically asked about why Directors do not receive any of their compensation in the form of equity, as is customary in the United States. This reflects limitations we are subject to under German law, rather than an active choice to deviate from market norms in a

The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2022. Other than as described below, none of our non-employee directors received any fees or reimbursement of any expenses (other than customary expenses in connection with the attendance of meetings of our Board of Directors) or any equity or non-equity awards in the year ended December 31, 2022. Amounts are converted from the policy values set out above into US Dollars based on the average 2022 exchange rate of 1.053.

(1) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the director during the year ended December 31, 2022 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 11. to the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2022. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options.

Our Board has adopted a written Related-Party Transactions Policy that provides that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our Audit Committee, or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 will be presented to our Audit Committee (or the committee composed solely of independent directors, if applicable) for review, consideration and approval. In approving or rejecting any such proposal, we expect that our audit committee (or the committee composed solely of independent directors, if applicable) will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee (or the committee composed solely of independent directors, if applicable), including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Section 16(a) of the Exchange Act, as amended, requires our directors, executive officers and any persons who own more than 10% of our shares, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Except as set forth herein, based solely on its review of the copies of such forms furnished to the Company and written representations from the directors and executive officers, the Company believes that all Section 16(a) filing requirements were met in a timely manner in fiscal 2022.

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report on Form 10-K and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided other instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.

We expect that a number of brokers with account holders who are our stockholders will be “householding” our Annual Report on Form 10-K and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of Annual Report on Form 10-K and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting their broker. Stockholders may revoke their consent at any time by contacting Spark Networks SE, Kohlfurter Straße 41/43, Berlin, Germany, Attn: Investor Relations.

Upon written or oral request, we will undertake to promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, Annual Report on Form 10-K and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, Annual Report on Form 10-K and other proxy materials, you may write our Investor Relations Department at Spark Networks SE, Kohlfurter Straße 41/43, Berlin, Germany, Attn: Investor Relations.

Our Board of Directors does not presently intend to bring any other business before the meeting and, so far as is known to the Board of Directors, no matters are to be brought before the meeting except as specified in the notice of the meeting. As to any business that may arise and properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.



☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12



☒			No fee required.

☐			Fee paid previously with preliminary materials.

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


Board Diversity Matrix (As of March 22, 2023)
Board Size:
Total Number of Directors	6
	Female	Male	Non- Binary	Did not disclose gender
Gender:
Directors	3	3	0	0
Number of Directors who identify in any of the categories below:
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	2	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0


Fee Category	2022		2021
Audit fees(1)	$	1,557	$	985
Tax fees(2)	1		12

Total Fees	$	1,558	$	997


Remuneration report for the year 2022 pursuant of § 162 AktG			Appendix I
			Page 1 - 13

Special Terms and Conditions of BDO AG Wirtschaftsprüfungsgesellschaft and General Engagement Terms for Wirtschaftsprüfer (German Public Auditors) and Wirtschaftsprüfungsgesellschaften (Public Audit Firms)			Appendix II
			Page 1 - 4



Sincerely,
/s/ Colleen Birdnow Brown
Colleen Birdnow Brown
Chair of the Board


By Order of the Board of Directors,
/s/ Colleen Birdnow Brown
Colleen Birdnow Brown
Chair of the Board


If you have any questions, require assistance with voting your proxy card, or need additional copies of the proxy materials, please contact:

Georgeson LLC e-mail: sparknetworks@georgeson.com


signed Sartori			signed Wirth
Wirtschaftsprüfer			Wirtschaftsprüfer
(German Public Auditor)			(German Public Auditor)


Name	2022 Base Salary	2021 Base Salary	Increase
Chelsea A. Grayson (1)	€1,143,225 ($1,203,816)	n/a	n/a
Eric Eichmann(2)	€593,542 ($625,000)	€528,452 ($625,000)	0%
David Clark (3)	€379,867 ($400,000)	€338,209 ($400,000)	0%
Gitte Bendzulla (4)	€80,000 ($84,240)	€240,000 ($283,848)	0%


Metric	Weight		Threshold (50% Payout)	Target (100% Payout	Maximum (200% payout)	Actual	Achieved Payout (% of target)
Revenue (M)	100	%	€206 ($217)	€214 ($225)	€217 ($229)	€179 ($188)	0	%
Marketing Contribution	Cap		(Payout cap applies if budget not achieved)				n/a
Total							0	%


Name	Target Cash Incentive	Actual Cash Incentive	Actual (% of Target)

Eric Eichmann	€284,900 ($300,000)	€0 ($0)	—%
David Clark	€189,934 ($200,000)	€0 ($0)	—%
Gitte Bendzulla	€72,000 ($75,816)	€0 ($0)	—%


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)(1)	Value Realized on Exercise(2)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Chelsea Grayson	—	—	—	—
David Clark	—	—	—	—
Gitte Bendzulla	5,225	€10,619 (11,182)	—	—
Eric Eichmann	49,671	€100,946 ($106,296)	—	—


Policies and practices adopted at Spark
ü	Pay for performance	ü	Prohibit the hedging of Spark securities
ü	Cap payouts under the annual incentive plan	ü	Limit the pledging of Spark securities with prior approval required
ü	No excessive perquisites	ü	No re-loading or re-pricing of virtual options
ü	Provide modest benefits to executives in line with those offered to other Spark employees	ü	No excise tax gross-ups on a change in control


Named Executive Officer	Cash Severance	Bonus	Health Benefits(1)	Total Compensation
Chelsea A. Grayson	$0	$0	$0	$0
David Clark (2)	$480,167	$200,000	$35,000	$715,167
Frederic Beckley (2)	$390,000	$195,000	$35,000	$620,000
Eric Eichmann	$699,540	$300,000	$35,000	$1,034,540


Virtual market-priced stock options	2022	2021	2020
Volatility	72.8%	64.7% - 72.8%	59.3% - 72.8%
Expected life (years)	5.32 – 5.40	4.14 – 4.86	2.21 – 4.21
Dividend yield	0%	0%	0%
Risk-free rate	3.98% - 3.99%	1.21% - 4.10%	0.20% - 4.44%


Virtual zero-priced stock options	2022	2021	2020
Volatility	72.8%	64.7% - 72.8%	59.3% - 72.8%
Expected life (years)	1.34 – 1.40	0.84 – 1.64	0.43 – 1.82
Dividend yield	0%	0%	0%
Risk-free rate	4.60% - 4.62%	0.56% - 4.73%	0.04% - 4.75%


Role						Non-Employee Director Annual Compensation
Board Retainer						€80,000
Additional Compensation:
Chair of Board						€40,000
Vice-Chair of Board						€20,000
Audit Committee Chair						€20,000
Audit Committee Member(1)						€12,500
NGC Committee Chair						€18,000
NGC Committee Member(1)						€10,000


Name	Fees Earned or Paid in Cash	Option Awards(1)	Total
Axel Hefer(2)	$64,935	—	$64,935
Bangaly Kaba	$94,770	—	$94,770
Bradley J. Goldberg	$117,234	—	$117,234
Chelsea A. Grayson(6)	$94,551	—	$94,551
Colleen Birdnow Brown	$127,457	—	$127,457
David Khalil(3)	$63,180	—	$63,180
Joseph E. Whitters	$107,055	—	$107,055
Michael McConnell(4)	$32,467	—	$32,467
Ulrike Handel(5)	$31,590	—	$31,590