Care.com Inc (Form: 8-K, Received: 08/06/2019 06:14:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 5, 2019

Care.com, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-36269	20-5785879
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

77 Fourth Avenue, Fifth Floor Waltham, MA 02451 (Address of principal executive offices) (Zip Code)

(781) 642-5900 (Registrant’s telephone number, include area code)

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	CRCM	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 2.02. Results of Operations and Financial Condition

On August 6, 2019, Care.com, Inc. (the "Company") issued a press release announcing financial results for the second quarter ended on June 29, 2019 . A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers

Resignation of Sheila Lirio Marcelo as Chief Executive Officer

On August 6, 2019, the Company and Sheila Lirio Marcelo, the Company’s Chief Executive Officer, mutually agreed that Ms. Marcelo would resign as President and Chief Executive Officer of the Company, effective as of her successor's start date with the Company (the “Resignation Date”), and her acceptance of the role of Executive Chairwoman of the Company, effective as of the Resignation Date. The Board of Directors intends to retain an executive search firm to commence a search for Ms. Marcelo’s successor.

In connection with Ms. Marcelo’s contemplated resignation and transition to the Executive Chairwoman role, on August 6, 2019 the Company entered into a Transition Agreement with Ms. Marcelo (the “Transition Agreement”).

The Transition Agreement provides that, until the Resignation Date, Ms. Marcelo will continue receiving a base salary at her current rate and will remain eligible to participate in Company benefit plans, including its annual bonus program, to the same extent that she is currently eligible to participate in such programs, subject to the terms and conditions of such plans.

As the Executive Chairwoman, Ms. Marcelo will support the operations and deliberations of the Company's board of directors (the "Board") and the satisfaction of the Board's functions and responsibilities, which support may include public engagement and maintaining partnerships in the care industry, supporting strategic initiatives, and ensuring a successful transition of management. Subject to the terms of the Company’s bylaws, the termination date of the role of Executive Chairwoman will be the first anniversary of the Resignation Date (the “Chairwoman Term”), unless earlier terminated by the Board. Following the Chairwoman Term, Ms. Marcelo will become the non-employee Chairwoman of the board, to the extent that she has been elected to the Board.

Additionally, (i) in the event that Ms. Marcelo resigns for Good Reason, as defined in the Executive Severance Agreement dated July 19, 2017, entered into by and between the Company and Ms. Marcelo and modified by the Transition Agreement (the “Severance Agreement”), or if she is terminated by the Company without Cause, as defined in the Severance Agreement (either, a “Qualifying Termination”) prior to the appointment of a new Chief Executive Officer or (ii) effective upon her resignation as President and Chief Executive Officer and appointment as Executive Chairwoman, Ms. Marcelo will be entitled to receive the severance payment and benefits described in the Severance Agreement, provided that, solely for purposes of calculating the cash severance amounts under the Severance Agreement, the Company and Ms. Marcelo have agreed that Ms. Marcelo’s base salary will be deemed to be $485,000 and her target bonus amount will be deemed to be $485,000, and to certain modifications in the timing of the payments. Ms. Marcelo’s receipt of the severance payments and benefits remains subject to her execution of a general release of claims in the Company's favor and continued compliance with certain confidentiality and restrictive covenants to which she is subject.

Under the terms of the Transition Agreement, while serving as Executive Chairwoman, Ms. Marcelo will be entitled to receive (i) an annual base salary of $250,000, (ii) the support of an executive assistant for 50% of the assistant’s working time and (iii) a travel budget of $50,000. If Ms. Marcelo undergoes a Qualifying Termination (as defined in the Severance Agreement) from the Executive Chairwoman role prior to the expiration of the Chairwoman Term, or if Ms. Marcelo is not nominated for reelection or reelected to the Board at the Company's 2020 annual meeting of stockholders, Ms. Marcelo will be entitled to receive an amount equal to $250,000 less the amount of base salary she earned through the date of such termination, subject to her executing a release of claims in the Company’s favor. During the period beginning on January 1, 2019 and ending on the date that Ms. Marcelo ceases continuous service as a service provider to the Company, Ms. Marcelo will also be entitled to payment or reimbursement by the Company of up to $255,000 in expenses for purposes of authoring a book regarding the care economy, which amount includes payment of taxes incurred by Ms. Marcelo as result of the reimbursements or payments and will be reduced by (i) the value of any expenses incurred by Ms. Marcelo and paid by the Company in 2019 prior to the effective date of the Transition Agreement and (ii) the value of Company resources and services utilized by Ms. Marcelo during or after 2019 in the authoring of the book.

Additionally, upon her appointment as Executive Chairwoman of the Company, Ms. Marcelo will be entitled to receive a number of restricted stock units equal to the quotient obtained by dividing (x) $200,000 by (y) the 30-day trailing average closing price per share of Company’s common stock immediately preceding the date of grant. The restricted stock units will vest over twelve months in four equal quarterly installments, subject to Ms. Marcelo’s continued service as Executive Chairwoman and provided that the restricted stock units will become fully vested if Ms. Marcelo undergoes a Qualifying Termination (as defined in the Severance Agreement) from the Executive Chairwoman role prior to the expiration of the Chairwoman Term, or if Ms. Marcelo is not nominated for reelection or reelected to the Board at the Company’s 2020 annual meeting of stockholders.

Ms. Marcelo’s existing Company equity and equity-based awards will continue to be governed in accordance with the documents memorializing and/or governing such grants or awards.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Consulting Agreement with Michael Echenberg

On August 5, 2019, the Company and Mr. Echenberg entered into a consulting agreement (the “Consulting Agreement”), to be effective on August 30, 2019 (the “Effective Date”), pursuant to which Mr. Echenberg agreed to provide financial consulting and related services to the Company for a term commencing on the Effective Date and continuing until April 30, 2020. In consideration for the services Mr. Echenberg has agreed to provide pursuant to the Consulting Agreement, all stock options and restricted stock units that he was awarded during the term of his employment with the Company will continue to vest according to their terms, with the exception of an aggregate of 76,662 market-based restricted stock units and 30,624 performance-based restricted stock units that will be canceled upon the effective date of the Consulting Agreement.

The Consulting Agreement contains other provisions customary in agreements of this nature, including restrictive covenants regarding confidentiality, non-competition and non-solicitation. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 6, 2019, the Company issued a press release announcing Ms. Marcelo's appointment as Executive Chairwoman. A copy of the press release is furnished herewith as Exhibit 99.2.

The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished and not filed.




Exhibit Number		Exhibit Title or Description

10.1*		Transition Agreement, dated as of August 6, 2019, between Care.com, Inc. and Sheila Lirio Marcelo
10.2*†		Consulting Agreement, dated as of August 5, 2019, between Care.com, Inc. and Michael Echenberg
99.1		Press release issued by Care.com, Inc. entitled “Care.com Announces Second Quarter 2019 Financial Results” dated August 6, 2019
99.2		Press release issued by Care.com, Inc. entitled "Sheila Lirio Marcelo, Founder and CEO of Care.com, to be named Executive Chairwoman" dated August 6, 2019

* Management contract or compensatory plan or arrangement.

† An exhibit of this Exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of this Exhibit to the Securities and Exchange Commission on a confidential basis upon request.

This report on Form 8-K contains projections and other forward-looking statements regarding future events. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially

from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter and year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change. Although these expectations may change, we will not necessarily inform you if they do nor will we necessarily update the information contained in this report on Form 8-K. Readers are urged to read the reports and documents filed from time to time by the Company with the Securities and Exchange Commission for a discussion of important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements. Forward-looking statements in this report are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Dated: August 6, 2019	By:	/s/ MICHAEL ECHENBERG
		Michael Echenberg
		Executive Vice President and Chief Financial Officer

Exhibit 10.1

TRANSITION AGREEMENT

This TRANSITION AGREEMENT (“ Transition Agreement ”) is made effective as of this 6th day of August, 2019 (the “ Effective Date ”) by and between Care.com, Inc. (the “ Company ”) and Sheila Lirio Marcelo (“ Executive ”).

RECITALS

WHEREAS, Executive is the Founder, Chief Executive Officer and President of the Company;

WHEREAS, the Company and Executive have previously entered into an Executive Severance Agreement dated July 19, 2017, which remains in full force and effect except as expressly amended or modified hereby (as amended hereby, the “ Severance Agreement ”); and

WHEREAS, the Company and Executive wish to enter into this Transition Agreement to reflect Executive’s contemplated resignation as Chief Executive Officer and President of the Company, effective as of the start date of a new Chief Executive Officer of the Company (the “ Resignation Date ”), and acceptance of the role of Executive Chairwoman of the Company, effective as of the Resignation Date, to memorialize the compensation related to this new position, and to confirm certain matters related thereto.

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1. General; Amendment to Good Reason Definition . All provisions of the Severance Agreement that are not expressly amended or modified hereby shall remain in full force and effect in accordance with their terms. Any capitalized terms not defined herein shall have the meaning set forth in the Severance Agreement. For the avoidance of doubt, nothing in this Transition Agreement shall affect the at-will nature of Executive’s employment with the Company, as set forth in the Severance Agreement. The parties agree that the definition of Good Reason in the Severance Agreement is hereby amended by inserting the following as new clause (vi) immediately before the semicolon at the end of existing clause (v) thereof: “or (vi) Executive’s resignation as Chief Executive Officer and President of the Company as of the Resignation Date (in accordance with and as defined in the Transition Agreement between Executive and the Company dated August 6, 2019), the Board’s failure to nominate Executive for reelection to the Board at the Company’s 2020 meeting of stockholders or the stockholders’ failure to reelect Executive to the Board at such meeting”, and inserting the following sentence after the last sentence of the “Good Reason” definition: “Notwithstanding anything to the contrary herein, the voluntary nature of Executive’s resignation on the Resignation Date (in connection with the appointment of a new Chief Executive Officer) shall not affect its treatment as a Qualifying Termination pursuant to clause (vi) above.” The parties expressly agree that Executive may only become entitled to severance payments and benefits under the Severance

Agreement in relation to the first Qualifying Termination that Executive incurs on or after the Effective Date.

2. Executive Chairwoman .

(a) The Company and Executive agree that, effective as of the Resignation Date, Executive shall resign as the Company’s Chief Executive Officer and President and accept appointment as Executive Chairwoman of the Company. The job description for the Executive Chairwoman role is attached hereto as Exhibit A .

(b) Executive and the Company agree that Executive shall be entitled to her severance benefits under Section 2(a) or 2(b) of the Severance Agreement if she incurs a Separation from Service (x) upon or following a Qualifying Termination prior to the appointment of the new Chief Executive Officer or (y) effective upon or following her resignation as Chief Executive Officer and President of the Company and acceptance of her appointment as Executive Chairwoman effective as of the Resignation Date in accordance with Section 2(a) of this Transition Agreement, in each case, subject to (A) Executive’s timely execution and delivery of the Release in accordance with the Severance Agreement, (B) Executive’s continued compliance with the Confidentiality and Non-Compete Agreement and Section 4 of the Severance Agreement, and (C) Section 6 of this Transition Agreement. Solely for purposes of calculating the cash severance amounts payable under Section 2 of the Severance Agreement, the parties hereto hereby agree that the Base Salary shall be $485,000 and the Target Annual Bonus shall be $485,000. To the extent that Executive becomes entitled to receive such severance benefits, the cash severance payments will be paid as follows:

(i) a cash lump sum payment on the First Payment Date (the “ Initial Severance Payment ”) equal to (A) $560,000 plus (B) an amount equal to 200% of the Base Salary payments (using, for this purpose, a Base Salary equal to $485,000) that Executive would have otherwise received, as determined in accordance with the Company’s ordinary payroll practices, during the two and one-half months following the date Executive’s Separation from Service occurs (the “ Initial Severance Payment Period ”), and

(ii) a cash lump sum payment on the day after the day that is six months following Executive’s Separation from Service (the “ Second Severance Payment ”) equal to 200% of the Base Salary payments (using, for this purpose, a Base Salary equal to $485,000) that Executive would have otherwise received, as determined in accordance with the Company’s ordinary payroll practices, during the period commencing on the first day after expiration of the Initial Severance Payment Period and ending on the date that is six months following Executive’s Separation from Service (the “ Second Severance Payment Period ”); and

(iii) a cash payment equal to $1,455,000 less the sum of the Initial Severance Payment and the Second Severance Payment, which shall be payable in installments in accordance with the Company’s ordinary payroll practices on the earliest dates permitted under Section 409A.

US-DOCS\109940330.6

3. Compensation; Equity . While serving as Executive Chairwoman, Executive will be a part-time employee of the Company and Executive’s compensation for the Executive Chairwoman position will be as set forth on Exhibit B hereto. Until the Resignation Date, during the term of Executive’s employment, Executive will continue receiving base salary at the same rate that applies on the Effective Date and will remain eligible to participate in Company employee benefit plans (including its annual bonus program) to the same extent as Executive is eligible as of the Effective Date, subject to the terms and conditions of such plans, provided that Executive acknowledges and agrees that, as soon as practicable following the Effective Date, the Company will discontinue its use of Executive’s Starwood American Express credit card and thereafter Executive will only seek expense reimbursements relating to such credit card in accordance with the Company’s business expense reimbursement policies. Exhibit C to this Agreement sets forth the outstanding vested and unvested equity-based awards of the Company held by Executive as of the Effective Date (the “ Equity Awards ”).

4. Attorney Fees . The Company will pay the reasonable fees (not to exceed $40,000) (“ Legal Fees ”), within 15 days of the receipt of their invoices (which invoices shall be provided by Executive to the Company within 30 days after the Effective Date), of Pillsbury Winthrop Shaw Pittman LLP and Sanzone & McCarthy, LLP with respect to the advice, negotiation, and preparation of this Transition Agreement. The Company will provide Executive with an additional payment in an amount, if any, equal to the amount of any income or employment taxes incurred by Executive as a result of the payment of Legal Fees and any such taxes incurred as a result of Executive’s receipt of the additional payment, which amounts will be paid to Executive within 60 days following the date Executive incurs the applicable taxes (and in any case no later than December 31 of the year following the year in which the taxes are incurred), subject to Executive’s providing supporting documentation that the Company reasonably requests and submitting reimbursement requests promptly following the date such taxes are incurred.

5. Release of Claims . In consideration of the payments and benefits set forth herein, the adequacy of which is hereby acknowledged by Executive, Executive and the Company hereby agree as follows:

(a) Executive, on behalf of herself and her executors, heirs, administrators, representatives and assigns, hereby releases and forever discharges the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, creditors, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of her employment with or service to the Company (collectively, the “ Company Releasees ”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “ Claims ”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to

US-DOCS\109940330.6

the Effective Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Equal Pay Act, 29 U.S.C. Section 206(d); the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ IIH and 111; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § IC; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; the Massachusetts Wage Act, M.G.L. c. 149, § 148; the Massachusetts Maternity Leave Act, M.G.L. c. 49, § 105D; and any similar state or local law, all as amended. Notwithstanding the generality of the foregoing, Executive does not release the following:

(i) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(ii) All rights under the Indemnification Agreement between Executive and the Company dated January 13, 2014, including claims for indemnity, as well as all rights to indemnification and/or contribution pursuant to the Company’s By-Laws, Articles of Incorporation and/or Charter; any applicable Directors and Officers Liability Insurance policy or other insurance policy; and applicable common and/or statutory law;

(iii) All rights under the Severance Agreement (as modified hereby) or this Transition Agreement, including any claims for payment;

(iv) Executive’s rights to the vested or unvested Equity Awards or to other vested Company equity securities, including all such rights as set forth in the applicable equity agreements and stock plan(s) (the “Equity Documents”);

(v) Executive’s earned base salary and vested benefits that are not yet due and are paid in arrears by the Company in the ordinary course; and

(vi) Any rights that cannot be released as a matter of applicable law, but only to the extent such rights may not be released under such applicable law.

Further, this Transition Agreement does not prevent Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other

US-DOCS\109940330.6

whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies).

6. Section 409A . The provisions contained in Section 7(h) of the Severance Agreement are incorporated by reference into this Agreement mutatis mutandis .

7. Tax Advice . Executive acknowledges and agrees that Executive has relied upon the advice of Executive’s own tax advisors in connection with the transactions contemplated by this Transition Agreement. The Company makes no representation or warranty as to the tax treatment of the matters contained in this Transition Agreement.

8. Counterparts . This Transition Agreement may be executed in counterparts, each of which when so executed and delivered shall be considered an original; but such counterparts shall together constitute one and the same document.

9. Severability . In the event any provision of this Transition Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

10. Governing Law and Venue . This Transition Agreement will be governed by and construed in accordance with the laws of the United States and the Commonwealth of Massachusetts applicable to contracts made and to be performed wholly within such state, and without regard to the conflicts of laws principles that would result in the applicable of the laws of another jurisdiction. Any suit brought hereon shall be brought in the state or federal courts sitting in Massachusetts, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Massachusetts law.

11. Entire Agreement; Amendment . This Transition Agreement and the Severance Agreement, as amended hereby, together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral (and for the sake of clarity, the Indemnification Agreement and Equity Documents remain in full force and effect). This Transition Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

[Signature Page Follows]

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Exhibit 10.1



		Care.com, Inc.
		By:	/s/ MELANIE GOINS
		Name:	Melanie Goins
		Title:	General Counsel and Corporate Secretary

		Executive:
		By:	/s/ SHEILA LIRIO MARCELO
			Sheila Lirio Marcelo

Exhibit A

Mandate

The Executive Chairwoman is appointed by the Company’s Board of Directors (the “ Board ”) with the primary functions of supporting the operations and deliberations of the Board and the satisfaction of the Board’s functions and responsibilities under its mandate, and assuming responsibility for the initiatives outlined below. For clarity, the Company’s Chief Executive Officer will report directly to the Board and not to the Executive Chairwoman. The Company’s Chief Executive Officer will have duties and responsibilities generally associated with the role, including complete operational autonomy (subject to typical Board oversight).

Responsibilities

In addition to the responsibilities applicable to all other members of the Board, and as Chairwoman of the Board as currently performed and provided in the Bylaws, the responsibilities of the Executive Chairwoman — working with the Board, the Lead Independent Director, and the Chief Executive Officer of the Company— shall, in all cases, be subject to the Chief Executive Officer’s approval, consistent with duties of an executive chair position and agreeable to the Chairwoman, and may include such duties as:

Public Engagement and Maintaining Partnerships in the Care Industry


•	At the Chief Executive Officer’s and/or Board’s request, participate in client outreach, policy initiatives and public engagement


•	Counseling on critical issues related to government relationships and strategic alliances in the Care space

Supporting Strategic Initiatives


•	If requested by the Company’s Chief Executive Officer, from time to time, assist in developing and maintaining the Company’s relationships with strategic partners

Relationship with Management


•	Advise the Chief Executive Officer to ensure successful transition and consult on Leadership Management Team questions and dynamics at the request of the Chief Executive Officer.

•

Subject to the terms of the Company’s Bylaws, the termination date of the role of Executive Chairwoman title shall be the one-year anniversary of the start date of the new Chief Executive Officer (the “ Executive Chairwoman Term ”), unless earlier terminated by the Board or the Executive Chairwoman, at which time the Executive Chairwoman will become the non-employee Chairwoman of the Board, to the extent that Executive has been elected to the Board.

Exhibit B

Executive’s compensation terms for the Executive Chairwoman position are as follows:

Base Salary . Upon Executive becoming Executive Chairwoman, Executive’s annual base salary shall be equal to $250,000 paid over twelve (12) months in accordance with the Company’s normal payroll cycles. If the Company terminates Executive’s employment as Executive Chairwoman without Cause prior to expiration of the Executive Chairwoman Term, the Board fails to nominate Executive for reelection to the Board at the Company’s 2020 meeting of stockholders or the stockholders fail to reelect Executive to the Board at such meeting, or Executive otherwise undergoes a Qualifying Termination as set forth in the Severance Agreement, as amended, from the Executive Chairwoman role (and for the avoidance of doubt, excluding any Qualifying Termination that occurs solely as a result of the matters described in this Transition Agreement), subject in any case to Executive executing and not revoking a Release within the 30 day period following the date of the applicable event and subject to Section 6 of the Transition Agreement, the Company shall pay to Executive an amount equal to $250,000 less the amount of base salary earned by Executive as Executive Chairwoman through the date of such termination, paid in a lump sum within forty-five (45) days following the date of the applicable event.

Equity Award . Upon appointment as Executive Chairwoman, Executive shall receive a number of time-based restricted stock units equal to the quotient obtained by dividing (x) $200,000 by (y) the 30-day trailing average closing price per share of Company common stock (“ Common Stock ”) immediately preceding the date of grant, which restricted stock units will vest over 12 months in four equal quarterly installments, subject to Executive’s continuous service as Executive Chairwoman. Any unvested portion of the equity award will accelerate and fully vest if the Company terminates Executive’s employment as Executive Chairwoman without Cause prior to expiration of the Executive Chairwoman Term, the Board fails to nominate Executive for reelection to the Board at the Company’s 2020 meeting of stockholders or the stockholders fail to reelect Executive to the Board at such meeting, or Executive otherwise undergoes a Qualifying Termination as set forth in the Severance Agreement, as amended, from the Executive Chairwoman role (and for the avoidance of doubt, excluding any Qualifying Termination that occurs solely as a result of the matters described in this Transition Agreement), subject in any case to Executive executing and not revoking a Release within the 30 day period following the date of the applicable event and subject to Section 6 of the Transition Agreement.


3.	Separation from Service . The parties agree that Executive will incur a Separation from Service as of the Resignation Date.

Book . During the period beginning January 1, 2019 and ending upon the date of Executive’s cessation of continuous service as a service provider to the Company (the “ Relevant Period ”), Executive shall be entitled to incur up to $255,000 in expenses for the purpose of Executive authoring a book regarding the care economy to be paid by Company on behalf of Executive or paid by Executive and reimbursed by Company (which amount includes any expenses incurred by Executive and paid by Company on behalf of Executive or paid by Executive and reimbursed by Company in 2019 prior to the Effective Date, as well as reimbursement for taxes incurred by Executive as a result

of such Company payments or reimbursements, including any reimbursement for taxes); provided that such amount shall be reduced by (a) the value of any expenses incurred by Executive and paid by Company on behalf of Executive or paid by Executive and reimbursed by Company in 2019 prior to the Effective Date, and (b) the value (determined by the Company in good faith) of Company resources and services (e.g., services of public relations professionals) utilized by Executive during the Relevant Period in the authoring of such book. Any such reimbursements for taxes will be paid to Executive within 60 days following the date Executive incurs the applicable taxes (and in any case no later than December 31 of the year following the year in which the taxes are incurred), subject to Executive’s providing supporting documentation that the Company reasonably requests and submitting reimbursement requests promptly following the date such taxes are incurred. For the avoidance of doubt, reimbursements and payments hereunder shall be subject to Section 6 of the Transition Agreement, and following Executive’s cessation of services to the Company, Executive will remain entitled to such reimbursements and payments with respect to expenses incurred prior to such cessation.


5.	Executive Assistant . Executive shall be entitled to the support of 0.5 of an executive assistant.


6.	Travel Budget . Executive shall have a travel budget of $50,000, with travel subject to the Chief Executive Officer’s approval which will not be unreasonably withheld.

Prior Equity Grants

Any and all stock option and restricted stock awards previously granted or awarded to Executive prior to the Effective Date shall continue in full force and effect in accordance with the documents memorializing and/or governing such grants or awards, except as otherwise modified by this Transition Agreement.

Continued Service under Equity Grants

For the avoidance of doubt, Executive’s service as the Executive Chairwoman and/or a member of the Board shall be treated as continued service for purposes of all equity or equity-based awards (including awards that vest in whole or in part based on the attainment of performance vesting conditions) as provided for under the Equity Documents memorializing and/or governing such awards or grants.

* * * * *

Exhibit C

Equity Awards



Award Type ⁽¹⁾	Grant Date	Exercise Price Per Share	Number of Vested Shares ⁽²⁾	Number of Unvested Shares ⁽³⁾	Number of Accelerated Shares ⁽⁴⁾
Option	12/09/2010	$2.68	149,252	0	0
Option	12/09/2010	$2.68	450,748	0	0
Option	12/09/2010	$2.68	37,500	0	0
Option	03/01/2013	$6.02	49,833	0	0
Option	03/01/2013	$6.02	420,167	0	0
Option	03/05/2014	$21.03	4,755	0	0
Option	03/05/2014	$21.03	107,745	0	0
Option	03/05/2014	$2.68	37,500	0	0
Option	03/11/2016	$6.70	227,370	52,480	52.480
Option	03/16/2017	$12.01	82,344	64,046	36,597
RSU	03/11/2016	-	0	20,989	20,989
RSU	03/11/2016	-	0	4,898	4,898
RSU	03/16/2017	-	0	27,502	15,715
RSU	03/16/2017	-	0	30,523	30,523
RSU	03/09/2018	-	0	38,516	14,006
RSU	03/09/2018	-	0	9,303	9,303
RSU	03/09/2019	-	0	38,280	10,208
RSU	03/09/2019	-	0	9,391	9,391
RSU	06/22/2017	-	0	108,696 ⁽⁵⁾	0
RSU	03/09/2018	-	0	116,666 ⁽⁶⁾	0


1.	“Option” indicates the Equity Award is an option to purchase the Company’s commons stock. “RSU” indicates the Equity Award is a restricted stock unit denominated in the Company’s shares of common stock.


2.	Amounts represent the number of shares of the Company’s common stock subject to the Equity Award as to which the Equity Award is vested and, if applicable, exercisable as of the Effective Date.


3.	Amounts represent the number of shares of the Company’s common stock subject to the Equity Award as to which the Equity Award is unvested as of the Effective Date.


4.	Amounts represent the number of shares of the Company’s common stock subject to the Equity Award as to which the vesting of the Equity Award would accelerate as set forth in, and subject to the terms and conditions of, the Severance Agreement if Executive had become entitled to severance payments and benefits pursuant to the Severance Agreement on the Effective Date.


5.	Vesting of the Equity Award is based on the Company’s achievement of a 120-day volume weighted average price of $23 per share no later than 6/22/2022.


6.	Vesting of the Equity Award is based on the Company’s achievement of a 120-day volume weighted average price of $30 per share no later than 3/9/2023.

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), effective as of August 30, 2019 (the “Effective Date”), is made between Care.com, Inc. (“Care.com”) and the person/entity set forth on the signature page hereto (“Consultant”).

1. SERVICES AND PAYMENT.

a. Engagement. Subject to the terms and conditions of this Agreement, Care.com retains Consultant, and Consultant hereby agrees to perform for Care.com, certain services as set forth on Exhibit A attached hereto (the “Services”). Consultant represents and warrants that she/he has the requisite skill, experience, and resources to perform the Services, and that the Services will be performed in a timely and professional manner consistent with industry standards and the terms set forth on Exhibit A , exercising due skill and care.

b. Fees. In exchange for the full, prompt and satisfactory performance of all Services to be rendered hereunder, Care.com shall provide Consultant, as full and complete compensation for the Services, upon receipt of timesheets or other appropriate documentation in accordance with Care.com’s normal business practices, compensation in the form and upon such terms as set forth on Exhibit A .

2. TERM AND TERMINATION. This Agreement commences on the Effective Date and will remain in effect until the earlier of the expiration date set forth on Exhibit A (the “Expiration Date”) and the date the Agreement is terminated pursuant to the terms hereof (the “Term”). Either party may terminate this Agreement in the event the other party materially breaches this Agreement, and fails to cure such breach within thirty (30) days after written notice of the breach by the non-breaching party. Such notice shall, in reasonable detail, specify the nature of the breach. Upon any termination of this Agreement, Care.com shall only be obligated to pay the fees and expenses or other consideration incurred through the date of termination. Unless otherwise specified on Exhibit A , upon termination of a fixed fee project, the parties shall mutually agree on what portion of the Services were actually completed by Consultant through the date of termination, and the fees owed by Care.com shall be equal to that portion of the fixed fee.

3. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant's relationship to Care.com will be that of an independent contractor. Neither this Agreement nor the Services to be rendered hereunder shall for any purpose whatsoever or in any way or manner create any employer-employee relationship between Care.com and Consultant. Accordingly, Consultant shall have sole and exclusive responsibility for the payment of all federal, state and local income taxes, for all employment and disability insurance and for Social Security and other similar taxes with respect to any compensation provided by Care.com hereunder. Consultant shall assume and accept all responsibilities which are imposed on independent contractors by any statute, regulation, and rule of law or otherwise. Consultant is not authorized to bind Care.com or to incur any obligation or liability on behalf of Care.com except as expressly authorized by Care.com in writing.

4. OWNERSHIP.

a. Proprietary Rights. Consultant acknowledges and agrees that all output and work product resulting from the provision of Services, including, without limitation, any documentation and notes associated therewith (“Deliverables”) are and shall be deemed to be owned exclusively by Care.com. Accordingly, Consultant agrees to assign and hereby assigns to Care.com all right, title, and interest in and to such Deliverables, including without limitation, all rights therein under any applicable copyrights, trademarks, patents, trade secrets and other intellectual property rights without the necessity of further consideration. Consultant shall, at Care.com’s request, reasonably assist Care.com to establish its ownership of the Deliverables, and secure, maintain and defend for Care.com's benefit all copyrights, trademarks, patents, trade secrets and other intellectual property rights in and to the Deliverables. If Care.com is unable for any reason to secure Consultant’s action to do the foregoing, then Consultant irrevocably appoints Care.com and its agents as Consultant’s attorney in fact to do so.

5. RESTRICTIONS ON THE DISCLOSURE OF PROPRIETARY INFORMATION.

a. Proprietary Information. For purposes of this Agreement, the term "Proprietary Information" shall mean all proprietary or confidential knowledge and information which Consultant has previously acquired or may acquire as a result of, or in connection with, his or her relationship with Care.com concerning Care.com's business, operations, strategic planning, research and development activities, current or proposed products or services, product designs, trade secrets, competitive business information, patents, patent rights, inventions, technology, copyrights, software (including, without limitation, source code, object code and firmware), improvements, applications, processes, services, cost and pricing policies, marketing plans, strategies, forecasts, non-public information about employees, such as contact information, job duties and descriptions, compensation and performance, contacts at or knowledge of customer or prospective customers of Care.com and client, customer and contact lists and including without limitation (i) information in the form of diagrams, schematics, notes, scientific data and memoranda and (ii) information relating to methods, know-how and techniques. Notwithstanding the foregoing sentence, such Proprietary Information does not include information (1) that is or becomes part of the public domain through no fault of Consultant, or (2) that was previously known by Consultant without knowledge or reason to know of any confidentiality obligation owed to Care.com with respect thereto, or (3) that was independently developed by Consultant without using Care.com’s Proprietary Information.

b. Nondisclosure and Non-Use Obligation. Consultant shall only use Care.com’s Proprietary Information in connection with the provision of Services hereunder. Accordingly, Consultant agrees that he or she will not at any time, either during or after any expiration or termination of this Agreement, divulge or disclose to anyone outside of Care.com, or use or permit any third party to use, any such Proprietary Information. In addition, Consultant will not, during his or her engagement by Care.com or at any time thereafter, disclose or use or attempt to use any such Proprietary Information for his or her own benefit, or the benefit of any third party; nor may Consultant use the Proprietary Information in any manner which may injure or cause loss to, or may be calculated to injure or cause loss to, Care.com. Upon expiration or termination of this Agreement or completion of the Services, whichever shall first occur, Consultant shall destroy or deliver to Care.com at its principal executive office all of Care.com’s Proprietary Information, and all copies thereof made during the term of this Agreement. The terms and provisions of this Section 5 shall apply with equal force and effect to the Deliverables resulting from the Services and to all other property of Care.com.

6. RESTRICTIONS ON COMPETITION AND SOLICITATION. As additional protection for the Proprietary Information, and in consideration for Care.com’s agreement to engage Consultant hereunder, Consultant agrees that (i) during the Term, (a) Consultant will not (in any capacity) engage in any activity that is directly competitive with the business or any demonstrably anticipated business of Care.com, and (b) Consultant will not (in any capacity) perform services, directly or indirectly, for any company that operates a service a primary purpose of which is to provide household payroll and tax services, or to connect individuals and families to care providers, including, without limitation, child care, special needs care, tutoring, senior care, pet care, housekeeping and personal care providers, including without limitation the companies listed on Exhibit B attached hereto, and (ii) during the Term and for one (1) year thereafter, Consultant will not encourage or solicit any employee, contractor or consultant of Care.com to leave Care.com for any reason, or divert, entice or otherwise take away from Care.com the business or patronage of any customer, supplier or prospect. Consultant understands that the restrictions set forth in this Section 6 are intended to protect Care.com's interest in its proprietary information and established relationships and goodwill with employees and business partners, and Care.com agrees that such restrictions are reasonable and appropriate for this purpose.

7. DISCLOSURE, INDEMNIFICATION, AND LIMITATION OF LIABILITY.

a. Right to Disclose. Care.com does not desire to acquire from Consultant any trade secrets or confidential information that Consultant may have acquired from others. Accordingly, Consultant represents and warrants that he or she is free to divulge to Care.com, without any obligation to, or violation of any right of, others any and all information, practices and techniques which Consultant describes, demonstrates, divulges or in any other manner makes known to Care.com under this Agreement.

b. Indemnity. Each party (an “Indemnifying Party”) agrees to defend, at its expense, the other party (an “Indemnified Party”) from and against any third party claim arising from (i) any alleged breach by the Indemnifying Party of this Agreement, and (ii) with respect to Consultant as the Indemnifying Party, any claim that Care.com’s use of any Deliverable infringes or misappropriates any applicable copyright, patent, trademark, trade secret, or other intellectual property right. With respect to such third party claim, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any damages, expenses, and costs awarded by a court of competent jurisdiction, or that are paid to settle the claim. The Indemnifying Party shall have the right to control the defense and settlement of the third party claim, provided, however, that the Indemnifying

Party shall not settle any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall give the Indemnifying Party prompt notice of any third party claim, but the failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, unless the Indemnifying Party has been materially and adversely prejudiced by such failure. For the avoidance of doubt, the Indemnified Party shall always have the right to consult with its own counsel at its own expense. Without limiting the foregoing, if Care.com’s continued use of any Deliverable becomes impeded due to an indemnifiable claim hereunder, then at Care.com’s request, Consultant shall, at its expense, either (i) obtain for Care.com the right to continue using the Deliverable, (ii) replace or modify the Deliverable with a functional equivalent so that it is no longer subject to the claim, or (iii) if neither of the foregoing is commercially practicable, refund to Care.com all amounts paid by Care.com for the

Deliverable.

c. EXCLUSION OF DAMAGES. EXCEPT FOR BREACHES OF SECTION 5 ABOVE (“RESTRICTIONS ON THE DISCLOSURE OF PROPRIETARY INFORMATION”), IN NO EVENT SHALL EITHER PARTY HERETO HAVE ANY LIABILITY FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR COSEQUENTIAL DAMAGES, IRRESPECTIVE OF WHETHER ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. FOR THE AVOIDANCE OF DOUBT, EACH PARTY HERETO ACKNOWLEDGES THAT AMOUNTS PAYABLE BY IT PURSUANT TO ITS INDEMINIFICATION OBLIGATIONS UNDER SECTION 7b ABOVE (“INDEMNITY”) SHALL CONSTITUTE DIRECT DAMAGES HEREUNDER.

8. GENERAL. This Agreement constitutes the entire Agreement between the parties relative to the subject matter hereof, and supersedes all proposals or agreements, written or oral, and all other communications between the parties relating to the subject matter hereof.

a. No provision of this Agreement shall be waived, amended, modified, superseded, canceled, terminated, renewed or extended except in a written instrument signed by the parties hereto. Any waiver shall be limited to the particular instance and for the particular purpose when and for which it is given.

b. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. No principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall apply to the terms and conditions of this Agreement.

c. The invalidity, illegality or unenforceability of any term or provision of this Agreement shall in no way effect the validity, legality or enforceability of any other term or provision of this Agreement. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

d. This Agreement, the Services to be performed and all rights hereunder are personal to Consultant and may not be transferred or assigned by Consultant at any time without Care.com’s prior written consent. This Agreement shall be binding upon and inure to the benefit of Care.com’s successors and assigns.

e. This Agreement and all aspects of the relationship between the parties hereto shall be construed and enforced in accordance with and governed by the internal laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Any claims or legal actions by one party against the other shall be commenced and maintained exclusively in any state or federal court located in Boston, Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such court and agree not to bring any claim or legal action in any other jurisdiction or venue.

f. This Agreement may be executed in duplicate counterparts, which, when taken together, shall constitute one instrument and each of which shall be deemed to be an original instrument. For purposes hereof, an executed facsimile or PDF copy of this Agreement shall be deemed to be an original.

g. Defined terms and Sections 4, 5, 6, 7 and 8 shall survive the termination or expiration of this Agreement for any reason in accordance with their respective terms. Consultant acknowledges that because of the nature of the business of Care.com and the subject matter of this Agreement, a breach of Sections 4, 5, 6, 7 or 8 of this Agreement will cause substantial injury to Care.com for which money damages may not provide an adequate remedy, and the Consultant agrees that Care.com shall have the right to obtain injunctive relief, including the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, in addition to, and not in limitation of, any other remedies available to Care.com under applicable law.

h. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing and delivered via nationally recognized overnight express courier, or registered or certified mail with postage prepaid and return receipt requested, to the parties at their respective addresses given herein or at such other address designated by written notice. Care.com’s General Counsel shall be copied on any legal notices sent to Care.com.

IN WITNESS WHEREOF, parties have executed this Agreement as of the last date set forth below.



	MICHAEL ECHENBERG	CARE.COM, INC.
Signature:	/s/ MICHAEL ECHENBERG	/s/ MELANIE GOINS
Name:	Michael Echenberg	Melanie Goins
Title:		General Counsel and Corporate Secretary

Date:	August 5, 2019	August 5, 2019

EXHIBIT A

1. SERVICES.

Consultant agrees to perform the following services for Care.com:


•	Financial consulting and related services during non-business hours (i.e., in evenings and on weekends)

2. FEES.

In consideration of the services to be provided by Consultant hereunder, Care.com hereby agrees that, during the term of this Agreement, all stock options and restricted stock units awarded to Consultant during his employment with Care.com (the “Consultant’s Awards”) will continue to vest in accordance with their terms, except for the awards set forth below, which shall be cancelled as of the Effective Date for no further consideration:

Agreement: Restricted Stock Unit Agreement

Award: 2018 Market-Based RSU

Grant Date: 3/9/18

Original Grant Amount: 76,662 shares

Agreement: Restricted Stock Unit Agreement

Award: 2019 Performance-Based RSU

Grant Date: 3/9/19

Original Grant Amount (assuming AOP achievement): 30,624

Upon the Effective Date, the unvested portion of each award set forth above will be forfeited and will not thereafter become vested or exercisable.

3. EXPIRATION DATE.

Unless earlier terminated in accordance with Section 2 of this Agreement, this Agreement will remain in effect until the expiration date of:


•	April 30, 2020

4. INVOICES

N/A

Exhibit 99.1

Care.com Announces Second Quarter 2019 Financial Results

Waltham, MA - August 6, 2019 - Care.com (NYSE: CRCM), the world's largest online destination for finding and managing family care, today is announcing financial results for the second quarter ended June 29, 2019.

“During Q2 we began to feel the effects of downward pressure on conversion and on traffic from word of mouth within the U.S. Matching business, which led to slower revenue growth in Q2 and lowered revenue guidance for the full year,” said Shelia Lirio Marcelo, Founder, Chairwoman and CEO of Care.com. “Care@Work, on the other hand, continues to grow impressively. Overall, as the leading digital care marketplace by a large margin, we remain optimistic about the market opportunity and look forward to our next chapter of growth.”

Financial Results


•	Revenue for the second quarter of 2019 was $51.0 million , an increase of 11% from $46.0 million in the second quarter of 2018 .


◦	Revenue attributable to the US Consumer offering totaled $38.2 million in the second quarter of 2019 , an increase of 7% from $35.6 million in the second quarter of 2018 .


◦	Revenue attributable to our Other businesses totaled $12.8 million in the second quarter of 2019 , an increase of 23% from $10.4 million in the second quarter of 2018 .

•

Net loss was $64.8 million in the second quarter of 2019 , compared to net loss of $0.2 million in the second quarter of 2018 , a decrease of $64.6 million . The significant decrease was primarily attributable to the establishment of a valuation allowance related to certain net operating losses and deferred tax assets and, to a lesser extent, the impairment and other charges recognized on the Figure 8 acquisition.


•	Adjusted EBITDA was $5.9 million in the second quarter of 2019 , compared to $5.9 million in the second quarter of 2018 .


•	GAAP EPS (Diluted) was a loss of $2.01 in the second quarter of 2019 , compared to a loss of $0.03 in the second quarter of 2018 . Q2 GAAP EPS (Diluted) was based on 32.5 million weighted average diluted shares outstanding versus 30.6 million in the second quarter of 2018 .


•	Non-GAAP EPS (Diluted) was $0.09 in the second quarter of 2019 , compared to the second quarter of 2018 , which was $0.14 . Note that Non-GAAP EPS excludes the impact of non-cash stock-based compensation, adjustments relating to preferred stock and other non-recurring items, such as M&A expenses, restructuring costs and the realization of a valuation allowance on deferred tax assets.


•	The Company ended the quarter with $124.8 million in cash and cash equivalents and short-term investments.

Sheila Lirio Marcelo to be named Executive Chairwoman

•

Today, Ms. Marcelo announced that the Company will initiate a search for a new Chief Executive Officer and that she will transition to the role of Executive Chairwoman to focus her efforts on advocating for improvements and innovations in the country’s care infrastructure to better enable families to find quality care and caregivers to find meaningful work. Ms. Marcelo will remain CEO until her successor is appointed, participating in the search process with the other members of the Board of Directors, and transition to Executive Chairwoman at that time.

Business Highlights


•	Our total members grew 15% to 34.1 million at the end of the second quarter of 2019 , compared to 29.6 million in the same period of 2018 .


•	Total families grew to 19.8 million at the end of the second quarter of 2019 , an increase of 17% over the same period of 2018 , and total caregivers grew to 14.3 million at the end of the second quarter of 2019 , an increase of 13% over the same period of 2018 .

Financial Expectations



	Q3 2019 Guidance					Full Year 2019 Guidance

Revenue	$	52.0	—	$	52.5	$	206.5	—	$	208.0

Adjusted EBITDA	$	4.2	—	$	4.5	$	20.0	—	$	21.0

Non-GAAP EPS	~$0.10					$0.49		—	$	0.52

Figures in millions except for Non-GAAP EPS
Q3 Non-GAAP EPS based on approximately 39 million weighted average dilutive shares
FY'19 full year Non-GAAP EPS based on 39 million weighted average diluted shares

Future GAAP Net Income and GAAP EPS may be significantly affected by changes in ongoing assumptions and judgments, and may also be affected by non-recurring, unusual or unanticipated charges, expenses or gains, which we are not able to estimate and which therefore are excluded in the calculation of the Company’s non-GAAP EPS guidance as described in this press release. Due to the nature of any such items, we are not able to estimate their significance, and it is therefore currently not practical to reconcile adjusted EBITDA and non-GAAP EPS guidance to the most comparable GAAP measure.

Earnings Teleconference Information

The Company will host a conference call at 8:00 AM ET today to discuss these results. The conference call will be accessible at (877) 407-4018 or (201) 689-8471 (International). The call will also be broadcast simultaneously at http://investors.care.com/. Following completion of the call, a recorded replay of the webcast will be available on Care.com’s website. To listen to the telephone replay, call toll-free (844) 512-2921 or (412) 317-6671 (International), conference ID #13692611. The telephone replay will be available from 11:00 AM ET August 6 through 11:59 PM ET August 20, 2019. Additional investor information can be accessed at http://www.care.com .

About Care.com

Since launching in 2007, Care.com (NYSE: CRCM) has been committed to solving the complex care challenges that impact families, caregivers, employers, and care service companies. Today, Care.com is the world’s largest online destination for finding and managing family care, with 19.8 million families and 14.3 million caregivers* across more than 20 countries, including the U.S., UK, Canada and parts of Western Europe, and approximately 1.7 million employees of corporate clients having access to our services. Spanning child care to senior care, pet care, housekeeping and more, Care.com provides a sweeping array of services for families and caregivers to find, manage and pay for care or find employment. These include: a comprehensive suite of safety tools and resources members may use to help make more informed hiring decisions - such as third-party background check services, monitored messaging, and tips on hiring best practices; easy ways for caregivers to be paid online or via mobile app; and Care.com Benefits, including the household payroll and tax services provided by Care.com HomePay and the Care

Benefit Bucks program, a peer-to-peer pooled, portable benefits platform funded by household employer contributions which provides caregivers access to professional benefits. For enterprise clients, Care.com builds customized benefits packages covering child care, back up care and senior care consulting services through its Care@Work business, and serves care businesses with marketing and recruiting support. Headquartered in Waltham, Massachusetts, Care.com has offices in Berlin, Austin and the San Francisco Bay area.

*As of June 2019

Cautionary Language Concerning Forward-Looking Statements:

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the expected results of product investments and initiatives, anticipated revenue growth, and the Company’s financial guidance for the third quarter of 2019 and full year 2019.

These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “plan,” "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," “designed,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: our ability to grow our membership while leveraging our investment in sales and marketing, our success in converting non-paying members to paying members and extending the length of time that paying members continue to pay for our services, our ability to cross-sell new and existing products and services to our members and to develop new products and services that members consider valuable, our ability to protect our brand and maintain our reputation among our members, and other risks detailed in the Company's other publicly available filings with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent the Company's views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. The Company has no intention nor undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

Use of Non-GAAP Financial Measures

To supplement the financial measures presented in the Company’s press release and related conference call or webcast in accordance with accounting principles generally accepted in the United States ("GAAP"), we also present the following non-GAAP measures of financial performance: adjusted EBITDA, non-GAAP net income and non-GAAP earnings per share (“EPS”).

A “non-GAAP financial measure” refers to a numerical measure of the Company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements. The Company provides certain non-GAAP measures as additional information relating to its operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of the Company’s liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare the Company’s performance to that of other companies.

The Company has presented: adjusted EBITDA, non-GAAP net income and non-GAAP EPS as non-GAAP financial measures in this press release. We define adjusted EBITDA as income / (loss), which excludes the accretion of preferred stock dividends and issuance costs, as well as: federal, state and franchise taxes, other income (expense), net, depreciation and amortization, stock-based compensation, accretion of contingent consideration, merger and

acquisition related costs, and other unusual or non-cash significant adjustments, such as impairment and restructuring charges. Adjusted EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending, which is based on the Company's estimate of the useful life of tangible and intangible assets. We define non-GAAP net income as income / (loss), which excludes the accretion of preferred stock dividends, plus stock-based compensation, accretion of contingent consideration, merger and acquisition related costs, and other unusual or non-cash significant adjustments such as impairment and restructuring charges and the realization of a valuation allowance for deferred taxes. We define non-GAAP EPS as non-GAAP net income divided by diluted weighted-average shares outstanding, using the treasury stock method.

The Company believes the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of the Company's core operations or do not require a cash outlay, such as stock-based compensation. Care.com’s management uses these non-GAAP financial measures when evaluating the Company’s operating performance and for internal planning and forecasting purposes. The Company believes that these non-GAAP financial measures help indicate underlying trends in the Company’s business, are important in comparing current results with prior period results, and are useful to investors and financial analysts in assessing the Company’s operating performance.



Care.com, Inc.
Consolidated Balance Sheets
(in thousands)


	June 29, 2019		December 29, 2018
Assets
Current assets:
Cash and cash equivalents	$	89,453	$	92,432
Short-term investments	35,338		35,099
Accounts receivable (net of allowance of $100 and $100, respectively) ⁽¹⁾	5,036		4,663
Unbilled accounts receivable ⁽²⁾	6,534		6,394
Prepaid expenses and other current assets	6,759		7,223
Total current assets	143,120		145,811
Property and equipment, net	3,518		3,423
Intangible assets, net	3,506		4,061
Goodwill	68,060		68,176
Other non-current assets	2,986		2,859
Operating lease right of use assets, net	19,323		—
Deferred tax assets	—		43,737
Total assets	$	240,513	$	268,067

Liabilities, redeemable convertible preferred stock, and stockholders' equity
Current liabilities:
Accounts payable ⁽³⁾	$	461	$	3,437
Accrued expenses and other current liabilities ⁽⁴⁾	20,297		20,463
Current contingent acquisition consideration	447		1,527
Deferred revenue ⁽⁵⁾	24,348		20,176
Current operating lease liabilities	4,699		—
Total current liabilities	50,252		45,603
Non-current contingent acquisition consideration	—		438
Deferred tax liability	2,005		—
Other non-current liabilities	3,829		6,806
Non-current operating lease liabilities	22,079		—
Total liabilities	78,165		52,847

Series A Redeemable Convertible Preferred Stock, $0.001 par value - 46 shares designated; 46 shares issued and outstanding at June 29, 2019 and December 29, 2018; at aggregate liquidation and redemption value at June 29, 2019 and December 29, 2018, respectively	54,426		53,007
Stockholders' equity
Preferred Stock: $0.001 par value - authorized 5,000 shares at June 29, 2019 and December 29, 2018, respectively	—		—
Common stock, $0.001 par value; 300,000 shares authorized; 32,739 and 32,057 shares issued and outstanding at June 29, 2019 and December 29, 2018, respectively	33		32
Additional paid-in capital	297,899		286,295



Accumulated deficit	(189,955		)	(124,122		)
Accumulated other comprehensive (loss) income	(55		)	8
Total stockholders' equity	107,922			162,213
Total liabilities, redeemable convertible preferred stock and stockholders' equity	$	240,513		$	268,067

⁽¹⁾ Includes accounts receivable due from related party of $325 and $421 at June 29, 2019 and December 29, 2018, respectively.

⁽²⁾ Includes unbilled accounts receivable due from related party of $474 and $680 at June 29, 2019 and December 29, 2018, respectively.

⁽³⁾ Includes accounts payable due to related party of $0 and $530 at June 29, 2019 and December 29, 2018, respectively.

⁽⁴⁾ Includes accrued expenses and other current liabilities due to related party of $967 and $403 at June 29, 2019 and December 29, 2018, respectively.

⁽⁵⁾ Includes deferred revenue associated with related party of $115 and $1 at June 29, 2019 and December 29, 2018, respectively.



Care.com, Inc.
Consolidated Statement of Operations
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018

Revenue ⁽¹⁾	$	50,978		$	45,966		$	104,314		$	93,291
Cost of revenue	13,650			9,823			27,452			19,266
Operating expenses:
Selling and marketing ⁽²⁾	16,951			15,901			35,555			32,758
Research and development	16,922			8,492			28,146			16,780
General and administrative	11,015			11,593			22,323			22,060
Depreciation and amortization	483			411			930			829
Goodwill and intangible asset impairment charge	8,183			—			8,183			—
Restructuring and right of use asset impairment charges	2,758			17			2,989			479
Total operating expenses	56,312			36,414			98,126			72,906
Operating (loss) income	(18,984		)	(271		)	(21,264		)	1,119
Other income (expense), net	407			(768		)	676			(206		)
(Loss) income before income taxes	(18,577		)	(1,039		)	(20,588		)	913
Provision for (benefit from) income taxes	46,228			(870		)	45,245			(1,615		)
Net (loss) income	(64,805		)	(169		)	(65,833		)	2,528
Accretion of Series A Redeemable Convertible Preferred Stock dividends	(701		)	(665		)	(1,419		)	(1,345		)
Net (income) attributable to Series A Redeemable Convertible Preferred Stock	—			—			—			(163		)
Net (loss) income attributable to common stockholders	$	(65,506	)	$	(834	)	$	(67,252	)	$	1,020

Net (loss) income per share attributable to common stockholders (Basic):	$	(2.01	)	$	(0.03	)	$	(2.08	)	$	0.03
Net (loss) income per share attributable to common stockholders (Diluted):	$	(2.01	)	$	(0.03	)	$	(2.08	)	$	0.03

Weighted-average shares used to compute net (loss) income per share attributable to common stockholders:
Basic	32,537			30,591			32,373			30,792
Diluted	32,537			30,591			32,373			33,486

⁽¹⁾ Includes related party revenue of $876 and $705 for the three months ended June 29, 2019 and June 30, 2018, respectively. Includes related party revenue of $1,822 and $1,342 for the six months ended June 29, 2019 and June 30, 2018, respectively.

⁽²⁾ Includes related party expenses of $3,243 and $2,617 for the three months ended June 29, 2019 and June 30, 2018, respectively. Includes related party expenses of $6,464 and $5,653 for the six months ended June 29, 2019 and June 30, 2018, respectively.



Care.com, Inc.
Reconciliation of Adjusted EBITDA & Non-GAAP Income
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
	(unaudited)						(unaudited)

Net (loss) income	$	(64,805	)	$	(169	)	$	(65,833	)	$	2,528

Federal, state and franchise taxes	46,481			(783		)	45,622			(1,222		)
Other (income) expense, net	(407		)	768			(676		)	206
Depreciation and amortization	788			461			1,527			924
EBITDA	(17,943		)	277			(19,360		)	2,436

Stock-based compensation	3,390			4,988			7,444			8,700
Merger and acquisition related costs	993			335			2,429			511
Restructuring and right of use asset impairment charges	2,758			17			2,989			479
Litigation related costs	11			20			32			20
Software implementation costs	272			150			280			303
Severance related costs	175			—			175			67
Strategic consulting	121			—			121			—
Impairment of goodwill, intangible assets and related costs	16,127			142			16,127			142
Adjusted EBITDA	$	5,904		$	5,929		$	10,237		$	12,658

Add back for Non-GAAP Net Income

Federal, state and franchise taxes	(1,975		)	783			(1,116		)	1,222
Other income (expense), net	407			(768		)	676			(206		)
Depreciation and amortization	(788		)	(461		)	(1,527		)	(924		)
Non-GAAP net income	$	3,548		$	5,483		$	8,270		$	12,750

Non-GAAP net income per share:
Basic	$	0.11		$	0.18		$	0.26		$	0.41
Diluted	$	0.09		$	0.14		$	0.21		$	0.33

Weighted-average shares used to compute non-GAAP net income per share:
Basic	32,537			30,591			32,373			30,792
Diluted	39,202			38,047			39,530			38,401



Care.com, Inc.
Reconciliation of Non-GAAP EPS
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
	(unaudited)						(unaudited)
Weighted-average shares used to compute net income per share:
Diluted	39,202			38,047			39,530			38,401

Net income per share (Diluted):
Net (loss) income per share attributable to common stockholders	$	(1.67	)	$	(0.02	)	$	(1.70	)	$	0.03
Impact on net income per share of Series A related costs	0.02			0.02			0.04			0.04
Adjusted net (loss) income per share	$	(1.65	)	$ (0.00)			$	(1.67	)	$	0.07

Stock-based compensation	0.09			0.13			0.19			0.23
Merger and acquisition related costs	0.03			0.01			0.06			0.01
Restructuring and right of use asset impairment charges	0.07			0.00			0.08			0.01
Litigation related costs	0.00			0.00			0.00			0.00
Software implementation costs	0.01			0.00			0.01			0.01
Severance related costs	0.00			—			0.00			0.00
Strategic consulting	0.00			—			0.00			—
Impairment of goodwill, intangible assets and related costs	0.41			0.00			0.41			0.00
Realized valuation allowance	1.14			—			1.13			—
Non-GAAP net income per share - diluted	$	0.09		$	0.14		$	0.21		$	0.33



Care.com, Inc.
Supplemental Data
(in thousands, except monthly average revenue per member)

	Period Ended
	June 29, 2019		June 30, 2018
Total members	34,119		29,560
Total families	19,783		16,874
Total caregivers	14,336		12,686

Paying families - US Consumer Business	349		324

	Period Ended
	June 29, 2019		June 30, 2018
Monthly average revenue per paying family
US Consumer Business	$	36	$	37

Exhibit 99.2

SHEILA LIRIO MARCELO, FOUNDER AND CEO OF CARE.COM, TO BE NAMED EXECUTIVE CHAIRWOMAN

Marcelo to Lead on Advocacy and Innovation to Improve the Nation’s Care Infrastructure; Marcelo and Board Begin Search for CEO to Lead Next Phase of Growth

Waltham, MA, August 6, 2019 — Founder, Chairwoman and CEO Sheila Lirio Marcelo of Care.com (NYSE: CRCM), the world’s largest online marketplace for finding and managing family care, announced today on behalf of the Company that she will assume the role of Executive Chairwoman of Care.com. A search will begin for a new CEO led by Lead Independent Director George Bell and Board Director Marla Blow, along with Ms. Marcelo. Ms. Marcelo will serve as CEO until a new CEO is named.

As Executive Chairwoman and board member, Ms. Marcelo will advocate for improvements and innovations in the country’s care infrastructure to better enable families to find quality care and caregivers to find meaningful work. At the same time, she will champion efforts to drive systemic change across the care economy as a whole and support initiatives to leverage the Company’s data, scale and influence.

Ms. Marcelo will also advise the new CEO, in areas such as Care@Work client relationships, policy initiatives and public engagement.

In making the announcement, Ms. Marcelo said, “Solving the care challenges families face is my passion and mission, and I’m profoundly fortunate to make it my life’s work. I’m so proud of what our team is accomplishing and the positive impact we have on millions of families and caregivers around the world. After 13 years as CEO, I’m excited to be able to focus on broader policy and advocacy issues, while being available to advise and support our new leadership on the next phase of growth and innovation.”

Mr. Bell said, “Sheila is a visionary who saw the massive need for disruptive innovation in the care space and led Care.com to become an international resource for millions of families looking for care and caregivers looking for work. We’ve worked together to create a transition plan designed to provide leadership continuity and steer the company into that next stage of growth.”

Ms. Blow added, “All of us on the Board share Sheila’s commitment to Care.com and we are thrilled she will be working alongside us as we conduct the search for her successor.”

Ms. Marcelo founded Care.com in 2006 after her personal challenges as a young working mother finding care for two small children and ailing parents shed a spotlight on the enormous care needs of families everywhere. She led the company through a successful IPO in 2014 – in an era in which only 3% of companies to IPO had a female CEO. Today, Care.com is the market leader, serving more than 34 million members in more than 20 countries.

Ms. Marcelo sits on the boards of Northwestern Mutual, Boston Children’s Hospital, and the U.S. Library of Congress Trust Fund. She is a member of the Council on Foreign Relations, the Massachusetts Competitive Partnership and is an Aspen Crown Fellow. Ms. Marcelo graduated from Mount Holyoke College and received her J.D. and M.B.A. degrees from Harvard University.

About Care.com

Exhibit 99.2

help make more informed hiring decisions - such as third-party background check services, monitored messaging, and tips on hiring best practices; easy ways for caregivers to be paid online or via mobile app; and Care.com Benefits, including the household payroll and tax services provided by Care.com HomePay and the Care Benefit Bucks program, a peer-to-peer pooled, portable benefits platform funded by household employer contributions which provides caregivers access to professional benefits. For enterprise clients, Care.com builds customized benefits packages covering child care, back up care and senior care consulting services through its Care@Work business, and serves care businesses with marketing and recruiting support. Headquartered in Waltham, Massachusetts, Care.com has offices in Berlin, Austin and the San Francisco Bay area.

*As of June 2019

# # #

Contact:

Nancy Bushkin

VP, Global Public Relations & Corporate Communications

Care.com

nbushkin@care.com

781-642-5919