GLUU Glu Mobile Inc

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GLU MOBILE INC.
500 Howard Street, Suite 300
San Francisco, California 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Glu Mobile Inc., a Delaware corporation (“Glu,” the “Company,” “we,” “our” and similar terms), will be held on Thursday, June 4, 2015, at 10:00 a.m. Pacific Time, at 500 Howard Street, Suite 300, San Francisco, California (the “Annual Meeting”).  At the Annual Meeting, our stockholders will be asked to consider and vote upon:

1.                                      The election of three Class II directors to Glu’s Board of Directors (the “Board”), each to serve until the Company’s annual meeting of stockholders to be held in 2018 and until his or her successor is elected and qualified, or until his or her death, resignation or removal.

2.                                      Approval of the amendment and restatement of our 2007 Equity Incentive Plan to (i) increase the aggregate number of shares of common stock authorized for issuance under the plan by 13,000,000 shares (ii) extend the term of the plan to June 4, 2025, (iii) increase the number of shares that we may grant to an eligible participant under the 2007 Equity Incentive Plan during any calendar year and (iv) make certain other changes as described in more detail in the proxy statement.

3.                                      The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

4.                                      The transaction of such other business as may properly come before the Annual Meeting or before any adjournment(s) or postponement(s) thereof.

Proposals 1, 2 and 3 are more fully described in the attached proxy statement.  We have not received notice of other matters that may be properly brought before the Annual Meeting.

Only stockholders who owned our common stock at the close of business on April 8, 2015 may vote at the Annual Meeting, or at any adjournment or postponement of the meeting.

This year, we are again using the Internet as our primary means of furnishing proxy materials to stockholders.  Consequently, most stockholders will not receive paper copies of our proxy materials.  We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting via the Internet.  The Notice also provides information on how stockholders can obtain paper copies of our proxy materials if they so choose.

Your vote is important.  Whether or not you plan to attend the Annual Meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible.  You may also request a paper proxy card to submit your vote by mail, if you prefer.  We encourage you to vote via the Internet.  We believe it is convenient for our stockholders, while significantly lowering the cost of our Annual Meeting and conserving natural resources.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS:

The Company’s combined Proxy Statement for the 2015 Annual Meeting of Stockholders and the Annual Report to Stockholders for the year ended December 31, 2014 are available online at www.proxyvote.com.  You will need your control number found on your Notice of Internet Availability to access these materials.

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GLU MOBILE INC.

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

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The information contained in the Compensation Committee Report and the Audit Committee Report of this proxy statement shall not be deemed to be “soliciting material,” to be “filed” with the Securities and Exchange Commission (“SEC”), or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

GLU MOBILE INC.
500 Howard Street, Suite 300
San Francisco, California 94105

PROXY STATEMENT FOR THE
2015 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION ABOUT THE MEETING, MEETING MATERIALS, VOTING AND PROXIES

Date, Time and Place of Meeting

The Board of Directors (the “Board”) of Glu Mobile Inc., a Delaware corporation (“Glu,” the “Company,” “we,” “our” and similar terms), is asking for your proxy for use at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournments or postponements of the meeting.  We are holding the meeting on Thursday, June 4, 2015, at 10:00 a.m. Pacific Time, at our principal executive offices at 500 Howard Street, Suite 300, San Francisco, California.  We first released this proxy statement to our stockholders on or about April 21, 2015.

Internet Availability of Proxy Materials

We are pleased to again furnish proxy materials to our stockholders on the Internet, rather than mailing printed copies to each stockholder.  If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one.  Instead, the Notice of Internet Availability provides instructions for accessing and reviewing the proxy materials and casting your vote on the Internet.  If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability.  We encourage stockholders to take advantage of the electronic availability of the proxy materials to help reduce the expense and environmental impact of the Annual Meeting.  We anticipate that the Notice of Internet Availability will be mailed to stockholders on or about April 21, 2015.

Record Date; Outstanding Shares; Quorum

Only holders of record of our common stock at the close of business on April 8, 2015 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting.  As of the close of business on the Record Date, there were 107,832,357 shares of our common stock outstanding and entitled to vote, held of record by approximately 74 stockholders and held beneficially by thousands of additional stockholders.

Pursuant to our Amended and Restated Bylaws (our “Bylaws”), a majority of the outstanding shares of common stock, present in person or by proxy, will constitute a quorum at the Annual Meeting.  We must have a quorum to transact business.  Each stockholder is entitled to one vote for each share of common stock held as of the Record Date.  For ten days before the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours at our principal executive offices at 500 Howard Street, Suite 300, San Francisco, California 94105.

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Voting via the Internet, by Telephone or By Mail

Holders of shares of our common stock whose shares are registered in their own name with our transfer agent, American Stock Transfer and Trust Company, are record holders.  As an alternative to voting in person at the Annual Meeting, record holders may vote via the Internet, by telephone or, for those stockholders who receive a paper proxy card in the mail, by mailing a completed proxy card.

For those record holders who receive a paper proxy card, instructions for voting via the Internet, telephone or by mail are set forth on the proxy card.  Stockholders who elect to vote by mail should sign and mail the proxy card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the Annual Meeting in the manner you direct.  All properly executed, returned and unrevoked proxies will be voted in accordance with the instructions indicated on the proxy card.

For those stockholders who receive a Notice of Internet Availability, the notice provides information on how to access your proxy and contains instructions on how to vote via the Internet or by telephone.  If you received a Notice of Internet Availability, you can request a printed copy of your proxy materials by following the instructions contained in the notice.  Stockholders who have elected to receive the 2015 Proxy Statement and Annual Report to Stockholders electronically will receive an email on or about April 23, 2015 with information on how to access stockholder information and instructions for voting.

Signed but unmarked proxies will be voted FOR each director nominee listed on the proxy card, FOR the approval of the amendment and restatement of our 2007 Equity Incentive Plan and FOR the ratification of our independent registered public accounting firm for the year ending December 31, 2015.  The Board does not know of, and does not intend to bring, any business before the Annual Meeting other than that referred to in this proxy statement and specified in the Notice of Annual Meeting.  As to any other business that may properly come before the Annual Meeting, including any motion made for adjournment of the Annual Meeting (including for purposes of soliciting additional votes), signing and returning the proxy card will confer discretionary authority on the proxies (Niccolo M. de Masi and Eric R. Ludwig, who have been designated by the Board) to vote all shares covered by the proxy card in their discretion.

Revoking a Proxy

Any stockholder who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by (1) filing a written notice of revocation with, or delivering a duly executed proxy bearing a later date to, our Corporate Secretary at 500 Howard Street, Suite 300, San Francisco, California 94105 or (2) attending the Annual Meeting and voting in person (although attending the Annual Meeting will not, by itself, revoke a proxy).

Votes Required

Director elections (Proposal No. 1) will be determined by a plurality of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.  The vote on the amendment and restatement of our 2007 Equity Incentive Plan (Proposal No. 2) and the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2015 (Proposal No. 3) each requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voted for or against the matter.

Effect of Abstentions

If a signed proxy is returned and the stockholder has specifically abstained from voting on any matter, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum, but will not be considered to have been voted for or against such matter.  As such, an abstention will have no effect on the election of the three Class II directors to our Board (Proposal No. 1), approval of the amendment and restatement of our 2007 Equity Incentive Plan (Proposal No. 2) or the ratification of our independent registered public accounting firm (Proposal No. 3).

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Effect of “Broker Non-Votes”

Brokers, banks or other agents holding shares in street name have discretionary authority to vote shares held for a beneficial owner on “routine” matters, such as the ratification of our independent registered public accounting firm, without instructions from the beneficial owner of those shares.  However, absent instructions from the beneficial owner of such shares, brokers, banks or other agents holding shares in street name do not have discretionary authority to vote shares held for a beneficial owner on certain “non-routine” matters, such as the election of our directors and the amendment and restatement of our 2007 Equity Incentive Plan.

If a signed proxy is returned by a broker, bank or other agent holding shares in street name that indicates that the broker does not have discretionary authority as to certain shares to vote on a proposal (“broker non-votes”), such shares will be considered present at the Annual Meeting for purposes of determining a quorum on all proposals, but will not be entitled to vote on and thus will have no effect on the outcome of any proposal.

Solicitation of Proxies and Expenses

We will bear the cost of soliciting proxies from our stockholders in the form of proxy provided to you.  Our directors, officers and employees, without additional compensation, may solicit proxies by mail, telephone, letter, facsimile, electronically or in person.  Following the original mailing of the proxies and other soliciting materials, we will request that brokers, custodians, nominees and other record holders forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies.  In such cases, we will reimburse such record holders for their reasonable expenses incurred for forwarding such materials.

Voting Results

The preliminary voting results will be announced at the Annual Meeting.  The final voting results will be tallied by our Inspector of Elections and published in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.

Delivery of Voting Materials to Stockholders Sharing an Address

To reduce the expense of delivering duplicate materials to stockholders sharing the same address, we have adopted a procedure approved by the SEC called “householding.”  Under this procedure, certain stockholders of record who have the same address and last name will receive only one copy of the proxy materials sent to stockholders until such time as one or more of these stockholders notifies us that they wish to continue receiving individual copies.  This procedure will reduce duplicate mailings and save printing costs and postage fees, as well as natural resources.

Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

How to Obtain a Separate Set of Voting Materials

Stockholders who received a householded mailing this year, and would like to have additional copies of the proxy materials mailed to them, may submit their request to Investor Relations, Glu Mobile Inc., 500 Howard Street, Suite 300, San Francisco, California 94105, or call (415) 800-6100.  Stockholders may also contact us at the address or phone number above if they received multiple copies of the Annual Meeting materials and would prefer to receive a single copy in the future.  Stockholders who would like to opt out of householding for future mailings may call 800-690-6903 or send a written request to Investor Relations at the above address.

Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the year ended December 31, 2014, including the financial statements, list of exhibits and any exhibit specifically requested, is available without charge upon written request to: Corporate Secretary, Glu Mobile Inc., 500 Howard Street, Suite 300, San Francisco, California 94105.

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PROPOSAL NO. 1

ELECTION OF CLASS II DIRECTORS

Our Board currently consists of seven directors.  Our Restated Certificate of Incorporation and Bylaws provide for a classified Board, divided into three classes.  At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a term to expire at the third succeeding annual meeting.  The individuals so elected will serve until their successors are elected and qualified.

This year, the terms of our three Class II directors, Lorne Abony, Eric R. Ball and Ann Mather, will expire at the Annual Meeting.

The Board has nominated Lorne Abony, Eric R. Ball and Ann Mather to serve as Class II directors, each for a three-year term that is expected to expire at our annual meeting in 2018 or until his or her earlier resignation or removal (the “Board’s Nominees”).  Our Nominating and Governance Committee reviewed the qualifications of the Board’s Nominees and unanimously recommended to the Board that they be submitted to stockholders for election.  You can find the principal occupation and other information about the Board’s Nominees, as well as other Board members, below.

Three of our continuing directors are Class III directors, whose terms will expire at our 2016 annual meeting, and two of our continuing directors are Class I directors, whose terms will expire at our 2017 annual meeting.  The election of our Class II directors will be determined by the three nominees receiving the greatest number of votes from shares eligible to vote on the matter.  Unless a stockholder signing a proxy withholds authority to vote for one or more of the Board’s Nominees in the manner described on the proxy card, each proxy received will be voted for the election of each of the Board’s Nominees.  If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee or nominees who shall be designated by the present Board to fill the vacancy.  We are not aware that any of the Board’s Nominees will be unable or will decline to serve as a director.

There are no family relationships between any of our directors, nominees or executive officers.  There are also no arrangements or understandings between any director, nominee or executive officer and any other person pursuant to which he or she has been or will be selected as a director and/or executive officer.

The Board recommends that stockholders vote “FOR” the election of
Lorne Abony, Eric R. Ball and Ann Mather as Class II Directors.

Information Regarding Our Nominees and Directors

Nominees for Class II Directors (whose terms expire at the Annual Meeting)

Lorne Abony (Age 45)

Independent Investor

Mr. Abony has served as one of our directors since April 2013, as interim co-Lead Director from July 2014 to December 2014 and as sole Lead Director since December 2014.  From 2008 through October 2013, Mr. Abony was the chief executive officer and chairman of Mood Media Corporation, a public company listed on the Toronto Stock Exchange and the London Stock Exchange that provides in-store media, and he continued to serve on Mood Media’s board of directors through January 2014.  Previously, Mr. Abony co-founded and served as the chief executive officer of FUN Technologies, which was listed on the Toronto Stock Exchange and the London Stock Exchange, that provided online and interactive casual and fantasy sports; co-founded Petopia.com, an online pet supply business; and from 2003 to 2005 served on the board of directors of CryptoLogic Inc., an Ireland-based public company that provides online gambling software.  Mr. Abony has an M.B.A. from Columbia University School of

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Business, an L.L.B and J.D. from the International Law Center at the University of Windsor and a B.A. in Philosophy from McGill University.

Mr. Abony’s experience co-founding several high-technology and media companies, his experience in the games and gaming industry and his experience from serving as the chief executive officer of two public companies led the Board to conclude that he should serve as a director.

Eric R. Ball (Age 51)

Senior Vice President and Treasurer, Oracle Corporation

Mr. Ball has served as one of our directors since October 2013.  Mr. Ball serves as Senior Vice President and Treasurer of Oracle Corporation, a position he has held since 2005.  Mr. Ball serves on the Board of Directors of Oracle Japan, a public company listed on the Tokyo Stock Exchange, and the Richard M. Lucas Medical Foundation.  Before joining Oracle, Mr. Ball worked in a variety of headquarters and operating finance roles at Flextronics, Inc., Cisco Systems, Inc., Avery Dennison, and AT&T.  Mr. Ball holds an A.B. in Economics from the University of Michigan, an M.A in Economics/Finance and an M.B.A. from the University of Rochester and a Ph.D. in Management from the Drucker-Ito School of Management.

Mr. Ball’s more than 20 years of experience in finance and operations with technology companies, particularly those larger than Glu, led the Board to conclude that he should serve as a director.  In addition, our Board’s determination, in light of his experience as a finance executive and director overseeing or assessing the performance of companies and public accountants, that Mr. Ball is an “audit committee financial expert” lends further support to his financial acumen and qualifications for serving on our Board.

Ann Mather (Age 55)
Independent Director of and Advisor to Technology and Media Companies

Ms. Mather has served as one of our directors since September 2005.  She has also served as a member of the board of directors of: Google Inc., since November 2005 and serves as chair of its audit committee; Netflix, Inc. since July 2010 and serves as chair of its audit committee; Shutterfly, Inc. since May 2013 and serves on its audit committee; and Arista Networks, Inc. since July 2013 and serves as chair of its audit committee.  Ms. Mather has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011.  During the last five years, she also served as a director of MoneyGram International, Inc. from May 2010 to May 2013 and Solazyme, Inc. from April 2011 to November 2014.  From 1999 to 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, Inc., a computer animation studio.  Prior to her service at Pixar, Ms. Mather was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited.  Ms. Mather holds an M.A. from Cambridge University in England.

Ms. Mather’s experience as the Chief Financial Officer of two companies, including a publicly traded company, her international experience gained through several executive positions in Europe and her experience as a director of high technology companies led the Board to conclude that she should serve as a director.

Continuing Class III Directors (whose terms expire at the 2016 Annual Meeting of Stockholders)

Niccolo M. de Masi (Age 34)
President, Chief Executive Officer and Chairman, Glu Mobile Inc.

Mr. de Masi has served as our President and Chief Executive Officer and as one of our directors since January 2010.  Mr. de Masi became interim Chairman of our Board in July 2014 and Chairman in December 2014.  Prior to joining Glu, Mr. de Masi was the Chief Executive Officer and President of Hands-On Mobile, a mobile technology company and developer and publisher of mobile entertainment, from October 2009 to December 2009, and previously served as the President of Hands-On Mobile from March 2008 to October 2009.  Prior to joining Hands-On Mobile, Mr. de Masi was the Chief Executive Officer of Monstermob Group PLC, a mobile entertainment company, from June 2006 to February 2007.  Mr. de Masi joined Monstermob in 2004 and, prior to becoming its Chief Executive Officer, held positions as its Managing Director and as its Chief Operating Officer, where he was responsible for formulating and implementing Monstermob’s growth and product strategy.  Prior to

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joining Monstermob, Mr. de Masi worked in a variety of corporate finance and operational roles within the technology, media and telecommunications (TMT) sector, beginning his career with JP Morgan on both the TMT debt capital markets and mergers and acquisitions teams in London.  He has also worked as a physicist with Siemens Solar and within the Strategic Planning and Development divisions of Technicolor.  Mr. de Masi holds an M.A. degree in Physics and an MSci. degree in Electronic Engineering—both from Cambridge University.

Mr. de Masi’s experience as our President and Chief Executive Officer, which gives him unique insights into our challenges, opportunities and operations, and his strong background of senior management and executive experience in the mobile gaming and content sectors led the Board to conclude that he should serve as a director.

William J. Miller (Age 69)
Independent Director of and Advisor to Technology Companies

Mr. Miller has served as one of our directors since January 2007, served as co-Chairman of our Board from July 2009 to January 2010 and served as sole Chairman of our Board from January 2010 to July 2014.  Mr. Miller also served as our interim President and Chief Executive Officer from December 2009 until Mr. de Masi assumed this position in January 2010.  Mr. Miller has acted as an independent director and adviser to a number of technology companies since November 1999.  From April 1996 until November 1999, Mr. Miller served as Chairman of the Board and Chief Executive Officer of Avid Corporation, a provider of digital tools for multimedia companies, where he also served as President from September 1996 to January 1999.  Prior to then, he served as Chief Executive Officer and Chairman of the Board of Quantum Corporation, a data storage manufacturer.  He previously held various positions in the data storage, information services and financial services businesses of Control Data Corporation, a computer and data services company.  Mr. Miller also serves as a director of NVIDIA Corporation, Waters Corporation, Digimarc Corporation and Quantance Inc., and during the past five years has also served as a director of Overland Storage, Inc. and ViewSonic Corporation.  Mr. Miller holds a B.A. in speech communications and a J.D. from the University of Minnesota.

Mr. Miller’s experience as the Chief Executive Officer of two publicly traded high technology companies and as a business consultant to technology companies, his experience as a director of high technology companies, and the insights into our business that he gained as our interim President and Chief Executive Officer and as both our co-Chairman and sole Chairman, led the Board to conclude that he should serve as a director.

Continuing Class I Directors (whose terms expire at the 2017 Annual Meeting of Stockholders)

Hany M. Nada (Age 46)
Managing Director, GGV Capital

Mr. Nada has served as one of our directors since April 2005.  Mr. Nada co-founded GGV Capital (formerly Granite Global Ventures) in 2000 and has served as a Managing Director since its inception.  He has also served as Managing Director and Senior Research Analyst at Piper Jaffray & Co., specializing in Internet software and e-infrastructure.  Mr. Nada also serves on the boards of directors of publicly traded Vocera Communications, Inc. and of several privately held companies, including BandPage, Inc., DraftKings, Inc., Heptagon Advanced Micro-Optics Pte. Ltd, Phoenix Labs, Upsight, Inc., Vocera Communications, Inc. and WildTangent, Inc.  In addition, Mr. Nada is an observer on the board of directors of Houzz, Inc. and InVisage Technologies, Inc.  Mr. Nada holds a B.S. in economics and a B.A. in political science from the University of Minnesota.

Mr. Nada’s experience in the venture capital industry, which includes a focus on software, wireless applications, and multimedia, his knowledge of the China market, the expertise and insights into high technology companies that he gained during his tenure as Managing Director and Senior Research Analyst at Piper Jaffray & Co., his experience as a director of high technology companies and his relationship with entities owning a significant percentage of our common stock led the Board to conclude that he should serve as a director.

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Benjamin T. Smith, IV (Age 47)
Chief Executive Officer, Wanderful Media

Mr. Smith has served as one of our directors since November 2010 and served as interim co-Lead Director from July 2014 to December 2014.  Mr. Smith has been the Chief Executive Officer of Wanderful Media, a new media shopping company, since April 2012.  Prior to joining Wanderful Media, Mr. Smith served as an independent director of and advisor to technology companies, including in his role as a Venture Partner at Accelerator Venture Capital, where he has served since December 2011.  Previously, Mr. Smith served as the Chairman and Chief Executive Officer of WYBS, Inc. d/b/a MerchantCircle, a leading social network of small business owners, from when he co-founded the company in August 2004 until the company was sold to Reply.com in May 2011.  Mr. Smith served as the Senior Vice President of Corporate Development and a strategic advisor to Borland Software, a vendor of Open Application Lifecycle Management solutions, from March 2005 to October 2007 and the Chief Executive Officer of and an advisor to CodeGear, a division of Borland, from November 2006 to October 2007.  Mr. Smith previously co-founded Spoke Software, a provider of social networking software that connects business professionals, in 2002, and served as its Chief Executive Officer from 2002 to 2004.  Mr. Smith also served the Bush Administration as the Senior Advisor for Strategy and Planning to the Secretary of Transportation from 2001 to 2002.  Prior to then, Mr. Smith was a Vice President and Partner at the strategic consulting firm, A.T. Kearney, and Vice President, Venture Development at EDS after A.T. Kearney was purchased by EDS.  Mr. Smith continues to serve as on the board of directors of Spoke Software and is the Chairman of DealSquare.  In addition, Mr. Smith serves as an advisor or investor in several other private companies and provides advisory services to a number of high-technology companies.  He also advised and led the board of directors of Tapulous Inc., a mobile social gaming company, from its founding in 2009 until its sale to The Walt Disney Co. in July 2010.  Mr. Smith holds an M.B.A. from Carnegie Mellon University’s Tepper School of Business and a B.S. in Mechanical Engineering from the University of California at Davis.

Mr. Smith’s extensive operating and investment experience in the social networking and gaming industries, which includes having co-founded two social networking companies, and his experience as a director of and strategic consultant to high-technology companies led the Board to conclude that he should serve as a director.

CORPORATE GOVERNANCE

Our Board has adopted Corporate Governance Principles that are designed to assist the Board in observing practices and procedures that serve the best interests of the company and our stockholders.  The Nominating and Governance Committee oversees these Corporate Governance Principles and periodically makes recommendations to the Board regarding any changes.  These Corporate Governance Principles address, among other things, our policy on succession planning and senior leadership development, retirement, Board performance evaluations and committee structure.

We maintain a corporate governance page on our company website that includes key information about corporate governance matters, including copies of our Corporate Governance Principles, our Code of Conduct and Business Ethics for all employees, including our senior executive and financial officers, and the charter for each Board committee.  The link to this corporate governance page can be found at www.glu.com/investors.

Board Responsibilities and Leadership Structure

Our Board oversees management’s performance on behalf of our stockholders.  The Board’s primary responsibilities are to (1) select, oversee and determine compensation for our President and Chief Executive Officer who, with senior management, manages our day-to-day operations, (2) monitor management’s performance to assess whether we are operating in an effective, efficient and ethical manner to create value for our stockholders and (3) periodically review our long-range plans, business initiatives, capital projects and budget matters.

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate.  The Board held six meetings during 2014 and acted by unanimous written consent six times.  The independent directors meet without management present at regularly scheduled executive sessions, including that during 2014, the independent directors held executive sessions at a total

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of four Board meetings.  The Board has delegated certain responsibilities and authority to the committees described below.  Committees report regularly to the full Board on their activities and actions.

The Board designated Mr. de Masi as its interim Chairman in July 2014 and as its Chairman in December 2014.  The Board appointed Mr. de Masi to this role following the decision by Mr. Miller to step down as Chairman; Mr. Miller previously served as co-Chairman of our Board from July 2009 to January 2010 and as sole Chairman of our Board from January 2010 to July 2014.  The Board believes that it should maintain flexibility to select its Chairman and board leadership structure from time to time, and our policies do not preclude the Chief Executive Officer from also serving as Chairman of the Board.  The Board believes that it is currently in the best interest of Glu and its stockholders for Mr. de Masi to serve in both roles in light of his knowledge of Glu and its industry, his role in leading Glu to its strongest revenues and profitability in company history and his strategic vision for continuing to grow the business.  The Board has also established a Lead Director position, which the Board believes provides an appropriate balance in Glu’s leadership.  The Board selected Lorne Abony and Ben Smith as interim co-Lead Directors in July 2014 and Mr. Abony as its sole Lead Director in December 2014.

The role given to the Lead Director helps ensure a strong independent and active Board.  The Lead Director presides over executive sessions of non-management or independent directors, provides input regarding information sent to the Board, serves as liaison between the Chief Executive Officer and the independent directors and regularly advices and assists the Chief Executive Officer.  The Lead Director is also is expected to be a key participant in establishing performance objectives and overseeing the process for the annual evaluation of our Chief Executive Officer’s performance.

Insider Trading, Hedging, Pledging and Short-Selling Policies

Our Insider Trading Policy prohibits our directors, officers, employees and contractors from purchasing or selling Glu securities while in possession of material, non-public information.  In order to ensure that trading is conducted only at times when our directors, officers and certain employees with regular access to confidential information about the company or our business are not aware of material nonpublic information about us, our Insider Trading Policy requires that each such person pre-clear any proposed trades of our stock with our General Counsel.

In addition, our Insider Trading Policy prohibits all directors, officers and employees from short-selling Glu stock, or engaging in hedging transactions, such as where they may acquire, sell, or trade in any interest or position relating to the future price of Glu securities, such as a put option or a call option.  These policies were established in part because there is often a conflict of interest involved when an employee bets against our company’s performance.  Glu’s officers and directors are also prohibited from pledging any Glu securities as collateral in a margin account or for a loan unless such pledge (or any modification of an existing pledge) is approved by Glu’s Insider Trading Compliance Officer and the Nominating and Governance Committee.

Role of the Board in Risk Oversight

One of our Board’s key functions is providing oversight of our risk management process.  The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through Board standing committees that address risks inherent in their respective areas of oversight.  In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, our Nominating and Governance Committee monitors our major legal compliance risk exposures and our program for promoting and monitoring compliance with applicable legal and regulatory requirements, and our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports on the risks we face from our Chief Executive Officer or other members of management to enable us to understand our risk identification, risk management and risk mitigation strategies.  When a

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committee receives the report, the chairman of that committee reports on the discussion to the full Board at the next Board meeting.  However, the committee chairs are responsible for reporting findings regarding material risk exposures to the Board as quickly as possible.  We believe that our Board’s leadership structure supports effective risk management because it allows our Lead Director and the independent directors on our committees to exercise oversight over management.

Director Independence

Our Board currently includes six independent directors, three of whom are standing for election at the Annual Meeting.  To be considered independent under NASDAQ rules, a director may not be employed by Glu or engage in certain types of business dealings with us.  In addition, as required by the rules of The NASDAQ Stock Market, the Board has made a determination as to each independent director currently serving on the Board or who served on the Board during 2014 that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  In making these determinations, the Board reviewed and discussed information provided by the directors and by our management with regard to each director’s business and personal activities as they relate to Glu and our management.  In assessing director independence under The NASDAQ Stock Market rules, the Nominating and Governance Committee and the full Board reviewed relevant transactions, relationships and arrangements that may affect the independence of our Board members, including that:

·                  Mr. Ball is an officer of Oracle Corporation, a company with which we conduct business in the ordinary course;

·                  Ms. Mather was during 2014, and currently is, (a) a director of Google Inc., a company with which we conduct business in the ordinary course and revenues from which represented 24.8% of our total revenues in 2014; and (b) a director MGM Holdings Inc., which is affiliated with MGM Interactive, Inc., a company with which we have a commercial relationship;

·                  Mr. Miller served as our interim President and Chief Executive Officer from December 1, 2009 until January 4, 2010; and

·                  Mr. Nada serves as one of the seven managing directors of Granite Global Ventures II L.L.C., the general partner of each of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., which together beneficially owned approximately 2.9% of our common stock as of December 31, 2014.  As of December 31, 2014, GGV IV owned greater than 10% of the outstanding shares of Upsight, Inc., an entity from which we earned approximately five percent of our revenues in 2014.

After reviewing these transactions and other relevant standards, the Board determined that each of Mr. Abony, Mr. Ball, Ms. Mather, Mr. Miller, Mr. Nada and Mr. Smith is an independent director.

Attendance at Board, Committee and Annual Stockholders Meetings

The Board expects that each director will prepare for, attend and participate in all Board and applicable committee meetings and that each Board member will see that other commitments do not materially interfere with his or her service on the Board.  Our Corporate Governance Principles provide that non-employee directors may not serve on the boards of more than five public companies, and our Chief Executive Officer may not serve on the boards of more than two public companies, in each case including Glu.

No director attended fewer than 75% of the aggregate number of meetings of the Board and the committees on which he or she served.  One of our directors attended the 2014 Annual Meeting of Stockholders.  Under our Corporate Governance Principles, all directors are encouraged to attend the annual meetings of our stockholders.

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Board Committees and Charters

The Board currently has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Strategy Committee.  The members of each committee are appointed by the Board based on recommendations of the Nominating and Governance Committee.  Each committee member is an independent director as determined by the Board in accordance with The NASDAQ Stock Market listing standards, except for Mr. de Masi who serves on the Strategy Committee.  Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee has a charter and annually reviews its charter and makes recommendations to our Board for revision to reflect changes in laws and regulations and evolving best practices.  Copies of each charter can be found on our website at http://www.glu.com/investors (by clicking on the “corporate governance” link).  Current committee members are as follows:

Audit Committee

The Audit Committee currently consists of three of our outside directors, Mr. Ball, who is the committee chair, and Messrs. Nada and Smith.  Mr. Seawell served as Audit Committee chair during all of 2013 and through January 31, 2014.  He resigned from the committee in connection with his resignation from the Board on February 5, 2014.  Mr. Miller served on our Audit Committee from January 2011 to July 2014, and was replaced on the committee by Mr. Smith in July 2014.  The composition of our Audit Committee meets the requirements for independence under the current rules and regulations of The NASDAQ Stock Market and the SEC.  Each member of our Audit Committee is financially literate.  Our Board has determined that Mr. Ball is, and Mr. Seawell was during his tenure on the committee, an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K.  The Audit Committee met eight times during 2014, including holding an executive session with our independent registered public accounting firm at each of those meetings.  The Audit Committee’s responsibilities and activities are described in greater detail in the section titled “Audit Committee Report” in this proxy statement and the committee’s charter, which was most recently revised in January 2012 and is available on our website at http://www.glu.com/investors (by clicking on the “corporate governance” link).

Compensation Committee

The Compensation Committee currently consists of three of our outside directors, Mr. Smith, who is the committee chair, and Messrs. Abony, Nada and Smith.  The composition of the Compensation Committee meets the requirements for independence under the current rules and regulations of The NASDAQ Stock Market, the SEC and the Internal Revenue Code (the “Code”).  The Compensation Committee, which met six times and acted by written consent six times during 2014, discharges the responsibilities of our Board relating to compensation of our executive officers and oversees our company-wide cash and equity compensation programs.  The Compensation Committee’s responsibilities and activities are described in greater detail in the section titled “Compensation Discussion and Analysis” in this proxy statement and in the Compensation Committee’s charter, which was most recently revised in April 2014 and is available on our website at http://www.glu.com/investors (by clicking on the “corporate governance” link).

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Nominating and Governance Committee

The Nominating and Governance Committee currently consists of three of our outside directors, Mr. Abony, who is the committee chair, and Ms. Mather and Mr. Smith.  Mr. Miller served on our Nominating and Governance Committee from April 2010 to July 2014, and was replaced on the committee by Mr. Smith in July 2014.  The composition of our Nominating and Governance Committee meets the requirements for independence under the current rules and regulations of The NASDAQ Stock Market and the SEC.  Our Nominating and Governance Committee, which met three times during 2014, makes recommendations to the Board regarding Board and committee composition and appropriate corporate governance standards, reviews related party transactions and administers our Code of Business Conduct and Ethics and Corporate Governance Principles, among other things.  The Nominating and Governance Committee’s responsibilities and activities are described in greater detail in the committee’s charter, which was most recently revised in April 2010, and is available on our website at http://www.glu.com/investors (by clicking on the “corporate governance” link).

Strategy Committee

In April 2013, in connection with the Board’s appointment of Mr. Abony as a director, the Board formed a Strategy Committee and appointed Mr. Abony, who serves as the committee’s chair, and Mr. de Masi to serve as the initial committee members.  The Board appointed Mr. Nada to the Strategy Committee on January 29, 2015.  Our Strategy Committee assists the Board and senior management in refining our strategic vision and growth initiatives.

Compensation Committee Interlocks and Insider Participation

During 2014, Messrs. Abony, Nada and Smith each served on the Compensation Committee.  None of these individuals is or has been an officer or employee of Glu or any of our subsidiaries.  There are no other relationships between committee members and Glu or any other company that are required by SEC regulations to be disclosed under this caption.

DIRECTOR COMPENSATION

Overview

The Compensation Committee and the Nominating and Governance Committee evaluate the appropriate level and form of compensation for non-employee directors and recommend changes to the Board when appropriate.  Our non-employee director compensation program is set forth below and was most recently amended in April 2014:

·                  Non-employee directors receive an annual cash retainer of $30,000;

·                  The Lead Director receives an additional annual cash retainer of $20,000;

·                  The chair of the Audit Committee receives additional annual cash compensation of $20,000;

·                  The chair of the Compensation Committee receives additional annual cash compensation of $15,000;

·                  The chair of the Nominating and Governance Committee receives additional annual cash compensation of $5,000;

·                  The chair of the Strategy Committee receives additional cash compensation of $20,000; and

·                  Each non-employee director receives additional annual compensation of $5,000 for service on each of the Audit Committee, Compensation Committee, Nominating and Governance Committee, or Strategy Committee, other than as chair.

All cash compensation to directors is paid in arrears in quarterly installments.  We also reimburse our directors for reasonable expenses in connection with attendance at Board and committee meetings.

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Each new non-employee director is eligible to receive an initial equity award of, at each director’s discretion, either (1) an award of 20,000 shares of our restricted common stock, or (2) an immediately exercisable option to purchase 60,000 shares of our common stock.  This initial award vests with respect to 162/3% of the underlying shares after six months and thereafter vests in equal monthly installments over the next 30 months.

Each year immediately following our annual meeting of stockholders, each non-employee director will receive (1) a restricted stock unit (“RSU”) award covering 25,000 shares of our common stock and (2) a stock option to purchase 50,000 shares of our common stock (with the stock option award vesting pro rata monthly over one year and the RSU award vesting on the earlier to occur of (a) the first anniversary of the grant date and (b) the date of our next annual meeting of stockholders that follows the grant date).  In addition, our 2007 Equity Incentive Plan, under which we grant equity awards to our non-employee directors, provides that each of the equity awards held by our non-employee directors will accelerate in full immediately prior to a change in control of Glu.

On February 5, 2014, we entered into a Consulting Agreement with Mr. Seawell, effective immediately prior to his resignation, which agreement was amended in June 2014. Pursuant to the Consulting Agreement, as amended, Mr. Seawell provided consulting services to Mr. Ball and Mr. Ludwig through September 30, 2014.  We paid Mr. Seawell $5,250 for his services under the agreement, which was equal to the compensation that he would have received as a Board member and a member of our Audit Committee from February 5, 2014 through March 31, 2014, and did not pay him for his services from April 1, 2014 through September 30, 2014.

Since Mr. de Masi is one of our executive officers, we do not provide him any compensation for his service on our Board, on the Strategy Committee or as Chairman of the Board.

Director Summary Compensation Table

The following table sets forth certain information with respect to compensation awarded to, earned by or paid to each person who served as a non-employee director during 2014.  Mr. Seawell resigned as a director in February 2014.

(1)         Amounts shown in this column do not reflect dollar amounts actually received by the non-employee director. Instead, these amounts reflect the grant date fair value calculated in accordance with FASB ASC Topic 718 of each restricted stock unit award or stock option award, as applicable.  See Note 9 — Stock Option and Other Benefit Plans — in the notes to consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014 for a description of the ASC Topic 718 methodology and assumptions.

(2)         On June 5, 2014, following our 2014 Annual Meeting of Stockholders, Ms. Mather and each of Messrs. Abony, Ball, Miller, Nada, and Smith received an option to purchase 50,000 shares of our common stock at an exercise price of $3.65 per share and a restricted stock unit award for 25,000 shares.

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(3)         The aggregate number of outstanding stock options and unvested RSU awards held by each of our non-employee directors as of December 31, 2014 was as follows:

(4)     Includes amounts earned by Mr. Seawell pursuant to his consulting agreement referenced above.

STOCKHOLDER MATTERS

Stockholder Communications with Directors

Stockholders may communicate with the Board by sending an email to bod@glu.com, or by sending written correspondence to: Board, c/o Corporate Secretary, Glu Mobile Inc., 500 Howard Street, Suite 300, San Francisco, California 94105.  Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication.  The Board has instructed the Corporate Secretary to review all correspondence and to determine, in his discretion, whether matters submitted are appropriate for Board consideration.  In particular, the Board has directed that communications such as product or commercial inquiries or complaints, resume and other job inquiries, surveys and general business solicitations or advertisements should not be forwarded to the Board.  In addition, material that is unduly hostile, threatening, illegal, patently offensive or similarly inappropriate or unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.  The Corporate Secretary may forward certain communications to another person or department for review and possible response.

Stockholder Recommendations of Director Candidates

The Nominating and Governance Committee will consider nominees recommended by stockholders for election as directors.  If a stockholder would like to recommend a director candidate for our 2016 Annual Meeting of Stockholders, the stockholder must deliver notice in writing to the Corporate Secretary, Glu Mobile Inc., 500 Howard Street, Suite 300, San Francisco, California 94105.  Such notice must set forth the information required under our Bylaws to be included in the notice.  A copy of our Bylaws, which we most recently amended on March 7, 2014, may be obtained from the SEC’s website.

Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected identified candidates as appropriate.  In conducting its review and evaluation, the Nominating and Governance Committee may solicit the views of management, other members of the Board and other individuals it believes may have insight into a candidate’s qualifications and the needs of the Board and its committees.  Candidates for the Board are generally selected based on desired skills and experience in the context of the existing composition of the Board and needs of the Board and its committees at that time, including the requirements of applicable rules and regulations of the SEC and The NASDAQ Stock Market.  The Nominating and Governance Committee will consider these needs and further evaluate each candidate’s qualifications based on their independence, integrity, collegiality, diversity, skills, financial, technical, operational and other expertise and experience, breadth of experience, practical wisdom, judgment, knowledge about our business or industry, personal and professional ethics, availability and commitment to representing and enhancing the long-term interests of our stockholders.  From time to time, the Nominating and Governance Committee may also identify and consider other factors that reflect our environment as it evolves or that it believes will otherwise contribute to the Board’s overall effectiveness and our success.  Although the Nominating and Governance Committee does not have a specific policy on diversity, the committee considers the criteria noted above in selecting nominees for directors, including members from diverse backgrounds who combine a broad spectrum of experience and expertise.  The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all candidates, and will choose candidates to recommend for nomination based on the specific needs of the Board and Glu at that time.  Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate candidates, the Nominating and Governance Committee has no stated minimum criteria for candidates.  All candidates, including those nominated by stockholders, are evaluated in the manner described above.  Final approval of nominees to be presented for election is determined by the full Board.

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Stockholder Proposals for the 2016 Annual Meeting of Stockholders

Under SEC Rule 14a-8, any stockholder who intends to present a proposal for inclusion in our 2016 proxy statement and form of proxy must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by December 23, 2015.  Any stockholder who wishes to bring a proposal or nominate a person for election to the Board at the 2016 Annual Meeting of Stockholders must provide written notice of the proposal or nomination to our Corporate Secretary, at our principal executive offices, between February 4, 2016 and March 6, 2016.  In addition, our stockholders must comply with the other procedural requirements in our Bylaws, including that such stockholders must have continuously beneficially owned at least 1% of our outstanding common stock for a period of one year prior to the date of the submission of the proposal or nomination and continue to be a stockholder of record at the time of the annual meeting, entitled to vote at such meeting and otherwise complying with the requirements in our Bylaws.  Any notice delivered by a stockholder in connection with a nomination or proposal must include, among other things, (a) a written consent to the public disclosure of information provided by such persons pursuant to our Bylaws; (b) a description of (i) any agreement with respect to the nomination or proposal between or among such stockholder and associated person(s) and any of their respective affiliates or associates, and (ii) as to each person whom such stockholder or associated person proposes to nominate for election or re-election as a director, a description of any agreement of such person with any other person or entity (other than Glu) with respect to any compensation, reimbursement or indemnification in connection with service or action as a director known to such stockholder or associated person; and (c) a representation that the stockholder has continuously beneficially owned at least 1% of our outstanding common stock for the one-year period before giving such notice, is entitled to vote at such meeting and intends to appear at the meeting to propose such business or nomination.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of our common stock as of April 8, 2015 by:

·                  Each Named Executive Officer (defined in “Compensation Discussion and Analysis” below);

·                  Each of our directors;

·                  All current executive officers and directors as a group; and

·                  All persons known to us to beneficially own 5% or more of our common stock.

We calculated the “Percent of Class” based on 107,832,357 shares of common stock outstanding on April 8, 2015.  In accordance with SEC regulations, we also included shares subject to equity awards that are currently vested or will become vested by June 7, 2015 (i.e., within 60 days of April 8, 2015).  We deem those shares outstanding and beneficially owned by the person holding the award for computing that person’s percentage ownership, but they are not treated as outstanding for computing any other person’s percentage ownership.  Unless otherwise indicated, each person has sole voting and investment power with respect to the shares each person beneficially owns, and the address of each person is: c/o Glu Mobile Inc., 500 Howard Street, Suite 300, San Francisco, California 94105.

*                 Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1)                     The information is based solely upon a Schedule 13G filed with the SEC on February 3, 2015 by BlackRock, Inc. (“BlackRock”).  Chris Jones is the chief investment officer of BlackRock.  The address for BlackRock is 55 East 52nd Street, New York, New York 10022.

(2)                     Includes 1,287,977 shares subject to options that are exercisable and 65,438 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(3)                     Includes (a) 41,218 shares held by The Ludwig McKillop Trust, of which Mr. Ludwig and his spouse, Mary Elizabeth McKillop, are the co-trustees, and (b) 621,589 shares subject to options that are exercisable and 16,250 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

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(4)                     Includes 215,494 shares subject to options that are exercisable and 8,803 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(5)                     Includes 241,619 shares subject to options that are exercisable and 4,415 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(6)                     Includes 91,665 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(7)                     Includes 81,664 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(8)                     Includes 295,100 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(9)                     Includes 294,796 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 1, 2015.

(10)              Includes (a) 3,021,537 shares held by Granite Global Ventures II L.P. and (b) 60,092 shares held by GGV II Entrepreneurs Fund L.P.  Mr. Nada is a managing director of the general partner of the foregoing entities, which has nine individual managing directors, and shares voting and investment power with respect to the shares held by these entities with the other managing directors of the general partner.  Mr. Nada disclaims beneficial ownership of these shares except to the extent of his individual pecuniary interests in these entities.  Also includes 253,433 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(11)              Includes 260,000 shares subject to options that are exercisable and 25,000 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

(12)              Represents the shares included in footnotes (2) through (11).  Includes 3,643,337 shares subject to options that are exercisable and 244,906 shares that will settle pursuant to restricted stock unit awards within 60 days of April 8, 2015.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Exchange Act requires our directors and certain of our officers, and persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.  Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based solely on our review of the copies of such forms furnished to us and written representations from these officers and directors, we believe that all Section 16(a) filing requirements were met during 2014, except for the Form 4 filings required for each of our non-employee directors, Messrs. Abony, Ball, Miller, Nada and Smith and Ms. Mather, for restricted stock units and stock options granted to them on the date of our Annual Meeting of Stockholders, June 5, 2014, which forms were filed on June 13, 2014.

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COMPENSATION DISCUSSION AND ANALYSIS

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

The Compensation Committee, comprised of three non-employee and independent members of our Board, oversees our compensation plans and policies, approves the compensation of our executive officers and administers our equity compensation plans.  The Compensation Committee’s basic responsibilities are to review the performance of our management in achieving our corporate goals and objectives and to ensure that our executive officers are compensated effectively in a manner consistent with our strategy and competitive practices.  This Compensation Discussion and Analysis (“CD&A”) contains a discussion and analysis of the compensation approved by the Compensation Committee and earned by or paid in 2014 to the executive officers and one former executive officer named below who are included in the “Summary Compensation Table” below (our “Named Executive Officers”):

·                  Niccolo M. de Masi, our President and Chief Executive Officer;

·                  Eric R. Ludwig, our Executive Vice President, Chief Operating Officer and Chief Financial Officer;

·                  Chris Akhavan, our President of Publishing;

·                  Matthew Ricchetti, our former President of Studios; and

·                  Scott J. Leichtner, our Vice President, General Counsel and Corporate Secretary.

Compensation Philosophy and Objectives

The Compensation Committee has established a compensation program for executive officers designed to attract individuals with the skills necessary for us to achieve our strategic plan, to motivate those individuals, to reward those individuals fairly over time and to retain those individuals who continue to perform at or above the levels that we expect.  It is also designed to reinforce a sense of ownership, urgency and overall entrepreneurial spirit and to link rewards to measurable corporate and, where appropriate, individual performance.  We believe that the most effective executive compensation program is one that is designed to reward the achievement of specific long-term and strategic goals, and which aligns executive officers’ interests with those of the stockholders by rewarding performance of established goals, with the ultimate objective of creating stockholder value.  The Compensation Committee evaluates compensation to ensure that we maintain the ability to attract and retain talented employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executive officers of our peer companies.  To that end, the Compensation Committee believes that executive compensation packages provided by us to our executive officers should include both cash and equity-based compensation that reward performance against established goals.

The Compensation Committee works within the framework of a pay-for-performance philosophy to determine each component of an executive officer’s compensation package based on numerous factors, including:

·                  the individual’s particular background and circumstances, including training and prior relevant work experience;

·                  the individual’s role with us and the compensation paid to similar persons in the companies represented in the compensation data that the Compensation Committee reviews;

·                  the demand for personnel with the individual’s specific expertise and experience at the time of hire or review;

·                  performance goals and other expectations for the position, where appropriate;

·                  comparison to other executives within our company having similar levels of expertise and experience; and

·                  compensation data of peer companies for similar positions.

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The Compensation Committee performs at least annually a strategic review of our executive officers’ compensation levels to determine whether they provide adequate incentives and motivation and whether they appropriately compensate our executive officers relative to comparable executive officers in other companies with which we compete for executives.  In making compensation decisions related to non-equity incentive compensation, the Compensation Committee gives significant weight to our financial performance relative to our operating plan approved by the Board, and with respect to equity compensation considers the value of existing equity awards held by our executive officers.

Components of Executive Compensation

In 2014, our executive officers were compensated through the following compensation elements, each designed to achieve one or more of our overall compensation objectives:

The Compensation Committee views these components of compensation as related but distinct.  Although the Compensation Committee reviews total compensation, it does not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components.  The committee determines the appropriate level for each compensation component based on our compensation philosophy.  Except as described in this CD&A, the Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.  However, our Named Executive Officers have the ability to directly influence our overall performance, so a greater portion of their pay is tied to short and long-term incentive programs than is the case for most of our other employees.  In addition, the Compensation Committee’s philosophy is to make a greater percentage of an employee’s compensation performance-based as he or she becomes more senior and to keep fixed cash compensation at a competitive level while providing each executive an opportunity to be well rewarded through short and long-term incentive programs if we perform well, consistent with our pay-for-performance culture.

Compensation Consultant

The Compensation Committee’s charter provides that the committee has the authority to retain experts and advisers of its choice to assist the Committee in performing its functions.  The committee retained Compensia to perform an analysis to assist the committee in making its decisions in 2013 and 2014 regarding executive officer compensation.  The committee selected Compensia as its advisor due to its expertise in executive compensation, particularly with respect to compensation practices of technology companies in the San Francisco Bay Area.  In addition, Compensia was already familiar with our executive compensation practices and philosophy since it had been providing executive compensation advice to the committee and our management since our initial public offering in 2007.  Compensia provided the following services to the Committee during 2013 and 2014:

·                  reviewed and provided recommendations regarding the composition of our peer group, and provided compensation data relating to executives at the selected peer group companies;

·                  conducted a comprehensive review of the total compensation arrangements for our executive officers and provided advice on our executive officers’ compensation;

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·                  conducted a comprehensive review of compensation paid to the members of our board of directors and its committees, and provided advice on our directors compensation program;

·                  updated the Compensation Committee on emerging trends/best practices in the area of executive and board compensation;

·                  assisted the Compensation Committee in finalizing the terms of the Amended and Restated 2007 Equity Incentive Plan in our efforts to gain stockholder approval of the plan at the 2013 Annual Meeting; and

·                  participated in Compensation Committee meetings, as requested, and provided ad hoc advice and support throughout the year.

In selecting Compensia as its advisor, the Compensation Committee considered the factors required by SEC Rule 10C-1(b)(2)(4) and Nasdaq Rule 5605(d)(3)(D) and certain factors related to Compensia’s independence, including (a) that Compensia did not provide other services to us, except as set forth below; (b) the fact that the fees we paid to Compensia in each of 2013 and 2014 represented less than one percent of Compensia’s total revenues for those years; (c) Compensia’s policies and procedures that are designed to prevent conflicts of interest; and (d) the fact that Compensia had neither any business or personal relationship with any member of the Compensation Committee nor owned any of our stock.

In addition, in 2013, Compensia assisted the Compensation Committee with respect to amending our 2007 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 7,200,000 shares, which amendment our stockholders approved at our 2013 Annual Meeting of Stockholders.  In 2015, Compensia assisted the committee with Proposal No. 2 below, which is the proposal to amend and restate our 2007 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 13,000,000 shares, extend the term of the plan for an additional ten years and to increase the number of shares that we may grant to an eligible participant under the plan during any calendar year.

Benchmarking

October 2013 Compensation Committee Meeting Setting 2014 Compensation

At the Compensation Committee’s October 3, 2013 meeting at which it established executive compensation for 2014, Compensia presented a report regarding the compensation for our Named Executive Officers.  Compensia’s report analyzed the compensation of our Named Executive Officers based on (a) the Radford High-Tech Executive Survey, limited to companies with annual revenues between $50 million and $200 million, and (b) data from a group of peer companies.  Compensia utilized the Radford survey data in addition to peer group data in order to have additional data points against which to benchmark the compensation of Messrs. Akhavan and Ricchetti, as many of the peer companies did not have any executive officer with a similar title or responsibilities.

The peer group approved by the Compensation Committee in 2013 was updated to better reflect our then-current size and profile and to remove companies utilized in the prior year that no longer were similar to Glu.  In addition to again emphasizing the selection of peer companies that were in the entertainment or software industries and located in the San Francisco Bay Area, the peer group included companies that had (a) annual revenues between approximately $50 million and $200 million, with the 50th percentile of the peer group companies having annual revenues of $125 million (Glu’s revenues for the prior four quarters were $101 million, and management expected our annual revenues to increase as we had released our then most successful title to date, Deer Hunter 2014, a few weeks before the Compensation Committee’s meeting), and (b) a market capitalization of between approximately $27 million and $788 million, with the 50th percentile of the peer group companies equaling $331 million (Glu’s market capitalization as of the date of the Compensation Committee’s meeting was approximately $207 million, but had recently significantly increased following the launch of Deer Hunter 2014).  Furthermore, the committee broadened the scope of performance measures utilized in selecting Glu’s peer companies from the selections made in the prior year in an effort to improve the quality of the peer group and provide the Compensation Committee with additional data when making executive compensation decisions.  In addition to utilizing gross margin in the analysis, which had also been done in the prior year, the committee also

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chose companies based on their one-year and three-year revenue growth, operating margin and EBITDA margin.  Glu’s one-year and three-year revenue growth was in the 55th percentile and 19th percentile, respectively, compared to its peer companies, its one-year and three-year gross margin was in the 58th percentile and 75th percentile, respectively, compared to its peer companies, its one-year and three-year EBITDA margin was in the 24th percentile and 11th percentile, respectively, compared to its peer companies, and its one-year and three-year operating margin were each in the 13th percentile compared to its peer companies.  The peer companies were as follows (companies listed in bold were also included in the prior year’s set of peer companies):

When analyzing the appropriateness of the compensation of our Named Executive Officers, the Compensation Committee reviewed the percentile information set forth in the Compensia report as measured against the peer companies specified above.  The committee reviewed this percentile information to determine whether it was compensating these executive officers at a level commensurate with similarly situated executives.  The committee did not, however, have specific percentile goals in mind for establishing the compensation of the Named Executive Officers for 2014; the committee’s goal was to balance our stockholders’ interests in paying what was necessary, but not significantly more than necessary, to retain the services of these key executives and motivate them to achieve our annual financial plan and strategic goals, while enabling the executives to participate in Glu’s success.

In addition to reviewing the percentile information contained in the Compensia report, the Compensation Committee also considered a number of additional factors in making executive compensation decisions, including our overall performance, each executive officer’s overall performance, the scope of responsibility of each executive officer, the then-current compensation and equity holdings of each executive officer, and the size of the equity grants made to the executive officers in the prior year as a percentage of the total grants made to all Glu employees. In analyzing the data with respect to Mr. Leichtner, the committee took into account the fact that Mr. Leichtner’s compensation was benchmarked against that of top legal officers of the peer companies, many of whom had the title of Senior Vice President or Chief Legal Officer reporting to the Chief Executive Officer, whereas Mr. Leichtner is Vice President and General Counsel reporting to the Chief Financial Officer.

October 2014 Compensation Committee Meeting Setting 2015 Compensation

At the Compensation Committee’s October 9, 2014 meeting at which it established executive compensation for 2015, Compensia presented an updated report regarding the compensation for our Named Executive Officers other than Mr. Ricchetti, as Mr. Ricchetti’s employment with Glu terminated in July 2014.  Compensia’s report analyzed the compensation of our Named Executive Officers based on (a) the Radford High-Tech Executive Survey, limited to gaming and software companies with annual revenues between $150 million and $800 million and market capitalization between $150 million and $2.7 billion, and (b) data from a group of peer companies that had been updated from the group utilized in the prior year.  The peer group approved by the Compensation Committee in 2014 was updated to better reflect our then-current market capitalization and revenues and to remove companies utilized in the prior year that no longer were similar to Glu, while still placing an emphasis on selecting gaming and software companies located in the San Francisco Bay Area.  The committee chose companies that had (a) annual revenues between approximately $140 million and $700 million, with the increases in the size of revenues of Glu’s peers reflective of Glu’s growth through acquisitions and the recent release of its most successful title to date, Kim Kardashian: Hollywood, which had together increased Glu’s annual revenue run rate at the time of the report to $350 million, and (b) a market capitalization of between approximately $210 million and $2.7 billion, with Glu’s market capitalization as of the time the peer group was assembled at approximately $563 million.  While Glu’s market capitalization was below the median market cap of the peer group, this was balanced by Glu being at the 69th percentile based on revenue positioning and the use of projected/forward-looking revenue to provide a forward-looking assessment of the competitive market for executive talent.  Two of the peers, Rovi and Zynga, fall

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modestly outside the market capitalization range of the peer group; however, they are within the target revenue range and are relevant labor and product market competitors.  The peer companies were as follows (companies listed in bold were also included in the prior year’s set of peer companies):

In analyzing the data with respect to Mr. Ludwig, the Compensation Committee applied a 10% premium to the Chief Financial Officer peer data to account for the fact that Mr. Ludwig had been promoted in August 2014 to Chief Operating Officer in addition to his role as Chief Financial Officer.  In addition, Compensia reviewed Chief Operating Officer market data when benchmarking Mr. Ludwig’s compensation.

The Compensation Committee used the October 2014 report prepared by Compensia to assist it in determining the salary increases and the stock options and restricted stock units awarded to the Named Executive Officers in October 2014, other than for Mr. de Masi, whose compensation had been addressed in July 2014, each of which are discussed in further detail below.

We believe that, given the industry in which we operate and the corporate culture that we have created, the executive compensation levels that we have established are generally sufficient to retain our existing executive officers and to hire new executive officers when and as required.

Base Salary

The committee reviews executive salaries annually, typically in the fourth quarter, and adjusts them as appropriate to reflect changes in executive compensation trends in the peer group companies, individual performance and responsibility, prior experience, salary history and the mix between short- and long-term incentives, as well as cash and equity compensation. In instances where an executive officer is uniquely key to our success or has a role that does not exactly match any benchmarked data, the committee also considers these factors. If an executive is promoted during the year, his base salary may be increased at the time of promotion to reflect the increased responsibilities, or as was the case with Mr. de Masi in July 2014, if an increase to an executive’s base salary becomes crucial to retaining and incentivizing that executive, his or her base salary may be increased at such time as deemed necessary.

The Compensation Committee generally fixes executive officer base salaries at levels it believes will enable us to hire and retain individuals in a competitive environment and to reward satisfactory individual performance and a satisfactory level of contribution to our overall business goals.  The committee’s philosophy is to make a greater percentage of an executive’s compensation performance-based as he or she becomes more senior and to keep fixed cash compensation to the minimum competitive level while providing the executive the opportunity to be well rewarded through short and long-term incentive programs if we perform well, consistent with our pay-for-performance culture.  Where applicable, the Compensation Committee takes into account the benchmarking information provided by Compensia.  The committee may also take into account the base compensation payable by other companies it believes we generally compete with for executive officer talent or how increases to base salary at Glu could offset some of the total compensation packages offered by startup companies, where an executive may be offered a significant equity stake in the startup.  The base salaries of executive officers are determined at the time of hiring by evaluating the responsibilities of the position held and the experience and performance of the individual.

In July 2014, shortly following the late June 2014 global release of our most successful game to date, Kim Kardashian: Hollywood, our stock was trading at its highest level in more than five years and we were in advanced stages of negotiations to acquire Cie Games, the developer of the leading racing genre title on mobile, Racing Rivals.  At this time, Mr. de Masi began receiving serious overtures from a third party that was trying to lure him away from Glu by offering Mr. de Masi a significant equity stake in the entity and substantial cash compensation.  Recognizing the extent of Mr. de Masi’s contributions to Glu’s success and the critical need to retain his services, the chairman of our Compensation Committee met with Compensia, other board and committee members and members of management to determine a strategy to retain and continue to incentivize Mr. de Masi.  On July 24, 2014, a special meeting of the Compensation Committee was held, with several members of the Board in

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attendance.  At this meeting it was determined that Glu should significantly increase Mr. de Masi’s compensation to reward him for his contributions to our performance as well as to incentivize him to remain with Glu.  The Compensation Committee, taking into consideration input from Compensia, approved an increase in Mr. de Masi’s base salary from $385,000 to $500,000.  In addition, the committee approved increases to Mr. de Masi’s target and maximum bonus amounts under our 2014 Executive Bonus Plan and an amendment to the terms of his performance-based restricted stock units, as discussed in further detail in the “Cash Bonuses under Our Non-Equity Incentive Plans” and “Equity Compensation” sections below.  The Compensation Committee did not have specific percentile goals in mind for establishing the revised compensation, including the revised base salary, for Mr. de Masi.  Instead, the committee’s goal was to balance our stockholders’ interests in paying what was necessary to retain Mr. de Masi and motivate him to achieve our financial and strategic goals.

The table below sets forth the annual base salaries for each of the Named Executive Officers for 2014 compared to 2013.

(1)                                 Mr. de Masi’s annual base salary increased to $385,000 effective October 4, 2013 and then to $500,000 effective August 4, 2014.

(2)                                 The annual base salary increases for Messrs. Ludwig and Leichtner were effective October 4, 2013.

(3)                                 The annual base salaries of Messrs. Ludwig, Akhavan and Leichtner were increased by the committee to $375,000, $280,000 and $275,000, respectively, on October 9, 2014.  These new annual base salaries were utilized when calculating bonuses for 2014 for these executives, as described below under “Cash Bonuses under Our Non-Equity Incentive Plans — 2014 Executive Bonus Plan.”

As discussed above, Mr. de Masi’s most recent salary increase approved in July 2014 reflects the Compensation Committee’s efforts to retain and incentivize Mr. de Masi as part of his total compensation package.  The base salary increases approved by the Compensation Committee in October 2013 for Mr. de Masi (from $350,000 to $385,000) and for Mr. Ludwig (from $275,000 to $302,500) each represented a 10% increase and aligned each of these officer’s base salaries to approximately halfway between the 50th and 75th percentile for our peers.  The committee believed these salary increases were important retention measures as the salaries for Messrs. de Masi and Ludwig had not been changed since January 2010 and December 2009, respectively, and Glu’s performance had significantly improved over that time period.  The committee decided to keep the 2014 base salaries of Messrs. Akhavan and Ricchetti at their 2013 levels.  The committee believed that, since the base salaries had recently been determined for Messrs. Akhavan and Ricchetti (April 2013 and October 2012, respectively), these salaries continued to be appropriate for retention purposes and remained at appropriate levels in comparison with base salaries of our other executive officers and our peers, aligning at approximately the 50th percentile for our peers.  The salary increase for Mr. Leichtner represented a 5% increase and aligned him with approximately the 25th percentile for our peers.

Cash Bonuses under Our Non-Equity Incentive Plans

The Compensation Committee designs our non-equity executive bonus plans to focus management on, and reward them for, achieving key corporate financial objectives.  The committee uses cash bonuses to reward performance achievements with a time horizon of one year or less, and uses benchmarking to determine the amount necessary to match our competitors for executive talent.

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2014 Executive Bonus Plan

Our 2014 Executive Bonus Plan, which was adopted by the Compensation Committee in December 2013, linked executive officer bonuses to our achieving certain financial goals, weighting 50% of the bonus on achievement of our annual non-GAAP revenue goal and 50% of the bonus on achievement of our annual Adjusted EBITDA goal.  Messrs. de Masi, Ludwig, Akhavan and Ricchetti were all originally on the 2014 Executive Bonus Plan and Mr. Leichtner was on a separate bonus plan; however, with respect to Mr. Ricchetti the plan originally weighted the revenue goal at 70% and contained a studio profitability goal weighted at 30%.  In February 2014, the 2014 Executive Bonus Plan was amended to make Mr. Ricchetti’s goals consistent with those of the other officers and to add Mr. Leichtner to the plan, such that all of the Named Executive Officers were eligible to participate in the 2014 Executive Bonus Plan.  The Compensation Committee determined that the non-GAAP revenue and Adjusted EBITDA targets best aligned the incentives of our management with the interests of our stockholders and that each of the Named Executive Officers should be on the same plan to ensure that their interests were fully aligned.

The 2014 Executive Bonus Plan provided for a maximum annual bonus equal to a percentage of the executive officer’s current annual base salary.  The committee did not at the time of the adoption of the plan increase Mr. de Masi’s or Ludwig’s target percentage from 2013 levels, which were 100% and 75% of base salary, respectively, with Mr. de Masi’s maximum target percentage set as 200% of base salary and Mr. Ludwig’s maximum target percentage set as 150% of base salary.  The bonus target percentages for Messrs. Ricchetti and Akhavan were each 100% of base salary with a maximum target of 200% of base salary, each as fixed in his respective offer letter.  Mr. Leichtner’s bonus target percentage was 35% of base salary, with a maximum target of 70% of base salary.

In July 2014, as part of the changes to Mr. de Masi’s overall compensation package discussed above, the committee increased Mr. de Masi’s target percentage to 200% of base salary and his maximum target percentage to 500% of base salary, effective as of January 1, 2014 (i.e., to be effective for his bonus eligibility for all of 2014 under the 2014 Executive Bonus Plan).

On October 9, 2014, the Compensation Committee increased the bonus target percentages for Messrs. Ludwig and Leichtner to 100% and 50% of base salary, respectively, also increasing their respective maximum bonus percentages to 200% and 100% of base salary.  The increase to Mr. Ludwig’s bonus target percentages reflected that Mr. Ludwig’s total cash compensation was below the 50th percentile of our peer companies and in recognition of Mr. Ludwig’s promotion in August 2014 to Chief Operating Officer in addition to his role as Chief Financial Officer.  The increase to Mr. Leichtner’s bonus target percentages reflected that Mr. Leichtner’s total cash compensation was well below the 50th percentile of our peer companies and to further incent Mr. Leichtner to remain employed with the company.

The final 2014 bonus targets and maximum bonuses are set forth below.

(1)         The Compensation Committee increased the annual base salaries of each of the executive officers to these amounts, effective as of October 6, 2014, except for Mr. de Masi whose annual base salary was increased to $500,000 on July 24, 2014, effective as of August 4, 2014.

(2)         On July 24, 2014, the Compensation Committee increased Mr. de Masi’s target bonus percentage from 100% to 200% of his annual base salary and his maximum bonus percentage from 200% to 500% of his annual base salary.

(3)         Mr. Ricchetti was not eligible to receive a bonus under the 2014 Executive Bonus Plan since his employment terminated in July 2014.

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The annual bonus under our 2014 Executive Bonus Plan was based on our executive officers’ success as a team in achieving corporate financial goals that were closely aligned with our strategic goals.  The committee based the annual bonuses under our 2014 Executive Bonus Plan on objective measures that reflected the achievement of significant corporate financial goals, rather than the achievement of more subjective individual goals that were not correlated as precisely with our overall success.  The committee chose non-GAAP revenues and Adjusted EBITDA because it believed that these measures would best reflect whether we had achieved financial performance that would lead to company success and potentially significant returns for our stockholders.  The committee believed that significantly increasing revenues from the prior year would be the best way to increase stockholder value, but that we needed to achieve that growth without significantly increasing operating expenses, so that we could generate meaningful positive Adjusted EBITDA for the year.  Consistent with prior years, the committee decided to use non-GAAP, rather than GAAP, revenues because GAAP accounting rules require that we recognize certain revenues over a number of months and defer them into future periods, and the committee believed that non-GAAP revenues would be a better indicator of our success during 2014.  The committee decided to use Adjusted EBITDA, rather than GAAP profit/(loss), because GAAP accounting rules require that we take into account various non-cash expenses that do not reflect whether the company was generating cash.  In addition, our GAAP profit/(loss) has been significantly impacted in the past by the quarterly fair value measurements we made for contingent consideration that we issued in connection with our acquisition of Blammo in August 2011, and such fair value measurements did not reflect the underlying performance of our core business.  Finally, the committee decided to again award bonuses annually because it believed that a more long-term orientation was appropriate given the uncertainty and unpredictability of operations in a small company in an uncertain economic and industry environment; the committee believed that management should not be rewarded for one or two successful quarters if performance for the entire year did not meet or exceed our annual targets.

The initial 2014 Executive Bonus Plan non-GAAP revenues target was $132.0 million and the Adjusted EBITDA target was $6.0 million (the “Minimum Thresholds”), and the “Maximum Thresholds” were non-GAAP revenues of $145.0 million and Adjusted EBITDA of $12.0 million.  In July 2014 and October 2014, the Minimum and Maximum Thresholds were increased to account for our acquisitions of PlayFirst, Inc. and Cie Games, Inc., respectively.  The final thresholds were $152.5 million minimum and $165.5 million maximum on the non-GAAP revenues thresholds and $8.25 million minimum and $14.25 million maximum on the Adjusted EBITDA thresholds.  The thresholds for Mr. Ricchetti initially included the non-GAAP revenues targets, but instead of the Adjusted EBITDA target, Mr. Ricchetti’s second target was based on the profitability of certain of our studios under his supervision; however, as discussed above, Mr. Ricchetti’s goals were changed to the same goals as all other executive officers and Mr. Leichtner was added to the same plan as the other executive officers in February 2014.  The committee established the Minimum Thresholds and the Maximum Thresholds in December 2013, and these thresholds were aligned with the targets established for our 2014 annual operating plan approved by our Board in December 2013.

No bonuses would be paid with respect to a goal unless we achieved such goal at the specified Minimum Threshold.  If we achieved the non-GAAP revenues goal at the Minimum Threshold, then each executive officer would have received a bonus equal to 50% of his target bonus amount. In addition, if we achieved the annual EBITDA goal at a level equal to the Minimum Threshold, then each executive officer would have received a bonus that equaled 10% of his target bonus amount for such goal.  Accordingly, if we achieved both goals at levels equal to the Minimum Threshold, then each executive officer would have received a bonus that equals 60% of his target bonus.  There were additive compensation components that provided for increased payouts on a straight-line basis if we exceeded the Minimum Threshold for either goal up to the Maximum Threshold, with each executive officer eligible to receive a bonus equal to the maximum percentage specified in the chart on page 26 above.  In addition, because each goal was evaluated independently of each other, overachievement on one goal could not compensate for underachievement on the other goal.

For 2014, we achieved non-GAAP revenues of $241.8 million and Adjusted EBITDA of $35.1 million, both of which significantly exceed the Maximum Thresholds.  Accordingly, each of the Named Executive Officers, with the exception of Mr. Ricchetti, who was terminated in July 2014, earned his maximum target bonus under the 2014 Executive Bonus Plan.

Appendix A to this proxy statement contains a reconciliation of each non-GAAP measure to the most comparable GAAP measure for each of Non-GAAP Revenues and Adjusted EBITDA.

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Equity Compensation

We use initial and refresh equity awards to reward long-term performance, with strong corporate performance and extended executive officer tenure producing potentially significant value for each executive officer.  Generally, a significant equity award is granted to the executive officer when he or she joins Glu.  This grant is made within our written guidelines for new hire grants, consistent with the executive officer’s position and considering also the benchmarked data provided by Compensia.  The size of each award is generally set at a level that the Compensation Committee deems appropriate to create a meaningful opportunity for significant compensation if our stock price appreciates and is based upon the grant guidelines, the data contained in the reports prepared by Compensia, the individual’s position with us and the individual’s potential for future responsibility and promotion.  The relative weight given to each of these factors varies from individual to individual at the committee’s discretion.  The committee may make adjustments to the size of the awards that it deems reasonable to attract candidates.  These initial awards vest over four years, and no shares vest before the one year anniversary of the executive’s employment start date.  The committee generally spreads the vesting of our equity over four years to both retain the executive officers and to compensate them for their contribution over a number of years.  We do not have any requirements that our executive officers hold any shares of our common stock following vesting of equity awards or otherwise.

In 2013, we began awarding a mix of restricted stock units (“RSUs”) and stock options to our Named Executive Officers.  The Compensation Committee believed that RSUs would have more retentive value for our executives than stock options, as RSUs will always provide value to the executive as they vest, regardless of the trading price of our common stock, which has historically been highly volatile.  Additionally, the committee decided to begin awarding a mix of options and RSUs to our executives because generally we can use less shares under our equity plans to grant an RSU, which helps reduce our “burn rate” (the number of shares subject to equity awards granted in the fiscal year, divided by the total shares outstanding at the end of the fiscal year) under our equity plans while still providing the executive with approximately the same value that he or she would have received if he were awarded a stock option.

On February 11, 2014, the Compensation Committee granted the following equity awards to Messrs. Ludwig and Ricchetti for retention purposes:

(1)                                 Each of these RSUs vested with respect to 25% of the shares on February 15, 2015 and the remaining 75% of the shares vest in equal quarterly installments beginning May 15, 2015 and quarterly thereafter.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan-Based Awards in 2014” table below.

The RSUs granted to Messrs. Ludwig and Ricchetti in February 2014 were primarily intended as retention awards.  The Compensation Committee, taking into consideration input from Mr. de Masi, believed that there was a significant risk of losing these executives to competitors and believed granting these RSUs would help in our efforts to keep them at Glu and motivated to achieve our financial and strategic goals.  Mr. Ludwig in particular had received serious overtures from another company looking to hire him as their chief financial officer.  Recognizing the extent of Mr. de Ludwig’s contributions to Glu’s success and the critical need to retain his services, the committee determined to take decisive action to help retain Mr. Ludwig.

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On April 24, 2014, the Board, based upon the recommendation of the Compensation Committee at its April 1, 2014 meeting, granted the following restricted stock unit awards (the “CEO RSUs”) to Mr. de Masi:

(1)                                 Each of these CEO RSUs vest with respect to 25% of the shares on May 15, 2015 and the remaining 75% of the shares vest in equal quarterly installments beginning August 15, 2015 and quarterly thereafter.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan-Based Awards in 2014” table below.

(2)                                 Each of these performance-based CEO RSUs were originally set to vest only if our stock price traded at or above $7.00 per share for 30 consecutive trading days (the “$7.00 Vesting Trigger”).  Assuming the $7.00 Vesting Trigger had been met, these performance-based CEO RSUs would have vested as to 25% of the total number of shares subject to the performance-based CEO RSUs on May 15, 2015 and the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years on the same day of each sixth month (e.g., the second vesting date would have been November 15, 2015, the third vesting date would have been May 15, 2016, etc.).  However, on July 24, 2014, the Committee removed the $7.00 Vesting Trigger; accordingly, these performance -based CEO RSUs are now subject only to the time-based vesting component.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan Based Awards in 2014” table below.

(3)                                 Each of these performance-based CEO RSUs were originally set to vest only if the Company’s stock price traded at or above $10.00 per share for 30 consecutive trading days (the “$10.00 Vesting Trigger”).  Assuming the $10.00 Vesting Trigger had been met, the performance-based CEO RSUs would have vested as to 25% of the total number of shares subject to the performance-based CEO RSU on May 15, 2015 and the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years on the same day of each sixth month (e.g., the second vesting date would have been November 15, 2015, the third vesting date would have been May 15, 2016, etc.).  However, on July 24, 2014, the Committee removed the $10.00 Vesting Trigger; accordingly, these performance-based CEO RSUs are now subject only to the time-based vesting component.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan Based Awards in 2014” table below.

The CEO RSUs were granted to Mr. de Masi to reward him for his contribution to our performance during his four-year career with Glu.  In particular, the Compensation Committee recognized Mr. de Masi’s strong leadership through volatile share price and operating results, highlighted by Glu achieving record non-GAAP revenue and Adjusted EBITDA during the fourth quarter of 2013.  We were also positioned to deliver more predictable and sustainable profitability, and our stock price had more than doubled in the last several months and was significantly higher than the $1.00 per share price when Mr. de Masi first joined Glu.  Finally, the Compensation Committee desired to use the CEO RSUs to retain Mr. de Masi through the expected upcoming phase of Glu’s growth, recognizing the hot market for mobile executives and the difficulty the company would have in replacing him as CEO.  To support these objectives, the CEO RSUs were designed to deliver a top quartile compensation opportunity for Mr. de Masi, while including a mix of time and performance-vesting in order to ensure that realizable value is explicitly tied to strong stockholder value creation.

The Compensation Committee had Compensia prepare and present a report at the committee’s April 1, 2014 meeting regarding the proposed CEO RSUs.  In granting the CEO RSUs, the Compensation Committee considered various factors contained in Compensia’s report, including:

·                  competitive data from our peer companies contained in Compensia’s report delivered at the committee’s October 2013 meeting as well as data from a sample of broader market data from larger San Francisco Bay Area technology companies;

·                  the impact the CEO RSUs would have on our burn rate;

·                  the potential gain to Mr. de Masi from the CEO RSUs at various potential future share prices; and

·                  Mr. de Masi’s compensation history during his tenure with Glu.

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As noted above, in granting the CEO RSUs, in addition to looking at the equity compensation of CEOs of our peer group companies, the committee also considered data from a broader sample of San Francisco Bay Area technology companies with market capitalizations between $250 million and $2.5 billion and annual revenues of less than $750 million.  This supplemental group provided the committee with additional market perspective accounting for the broader scope of our competitive labor market and the significant increase in Glu’s market capitalization from $175 million in August 2013 when the peer group was created versus the $360 million to $440 million range in March 2014.

The Compensation Committee believed that by incorporating a mix of time and performance-based vesting for two of the three CEO RSUs, a strong message would be sent to investors regarding Glu’s performance expectations.  The committee noted that the $7.00 and $10.00 per share price targets reflected double digit annualized returns which exceeded market expectations, and reflected a challenging but achievable pay-for-performance objective.

The Compensation Committee also considered that the CEO RSUs would result in Mr. de Masi’s 2014 equity compensation being in the top quartile of the larger peer companies on both an absolute value and percentage of company basis.  However, the committee believed this to be justified given Mr. de Masi’s many contributions to our success during his tenure and the importance of ensuring that we retained his services long term.

As discussed in “Base Salary” above, at its July 24, 2014 meeting, the Compensation Committee removed the performance-based vesting criteria from the two CEO RSUs which had such criteria; accordingly, each of the CEO RSUs is now only subject to time-based vesting like all other RSUs awarded to our employees, including the Named Executive Officers.  The committee believed that the removal of the performance-based criteria was justified given the need to retain Mr. de Masi given the overtures from a third party as well as given Glu’s recent performance, as our stock price had already exceeded the $7.00 Vesting Trigger less than three months after the CEO RSUs were issued.  In addition, the committee discussed at the July 2014 meeting Mr. de Masi’s overall equity holdings, noting that it could not issue any additional equity awards to him during 2014 since he had been granted the 750,000 CEO RSUs in April 2014; our 2007 Equity Incentive Plan limits the number of our shares that may be granted to any individual in one year to 750,000 shares.

On October 14, 2014, in connection with its annual review of executive officer compensation, the Compensation Committee granted the following equity awards to Messrs. Ludwig, Akhavan and Leichtner:

(1)         Each of these stock options has a six-year term, an exercise price of $4.10 (the closing price of our common stock on October 14, 2014, which was the grant date) and vests with respect to 25% of the underlying shares on the October 14, 2015 and as to 1/48th of the shares monthly thereafter.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan-Based Awards in 2014” table below.

(2)         Each of these RSUs vests with respect to 25% of the shares on November 15, 2015 and the remaining 75% of the shares vest in equal quarterly installments beginning February 15, 2016 and quarterly thereafter.  The value of these grants for financial statement reporting purposes is reflected in the “Grants of Plan-Based Awards in 2014” table below.

(3)         These option grants represent approximately 36.2% of the total number of options that we awarded to all employees in 2014, and these RSUs, together with the 120,000 RSUs granted to Messrs. Ludwig and Ricchetti on February 11, 2014 and the 750,000 CEO RSUs granted to Mr. de Masi on April 24, 2014 described above, represent approximately 34.4% of the total number of RSUs that we awarded to all employees in 2014.

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In determining the size of the RSUs awarded to Messrs. Ludwig, Akhavan and Leichtner in October 2014, the Compensation Committee sought to target the 60th percentile of our peer group.  In reviewing peer data, the committee took into account that Glu’s revenue and market capitalization had increased by more than 3x from the same time in 2013, leading to notable increases in competitive market data but also decreasing the dilutive impact of competitive equity grant values.  The committee considered the information contained in Compensia’s October 2014 report, which included an analysis of the value of the unvested equity awards then held by each Named Executive Officer and the value of equity awards granted to Messrs. Akhavan, Ludwig and Leichtner in 2013, plus the February 2014 RSU grant for Mr. Ludwig.

The committee believed that the awards to Messrs. Ludwig, Akhavan and Leichtner were merited based on the success that these executive officers had achieved during 2014 in helping Glu to achieve record revenues and putting the company on the path to sustainable profitability, and the Compensation Committee wished to ensure that these executive officers were properly incented to remain with us and were focused on achieving our long-term strategic goals and creating stockholder value.  The committee determined that the size and mix of their October 2014 RSU and stock option grants appropriately balanced both retention and motivational objectives of executive pay.  The committee awarded these executives approximately 75% of the value of these awards through the RSU portion and 25% through the stock option portion in order to conserve shares available for issuance under the 2007 Equity Incentive Plan.

Risk Analysis of Performance-Based Compensation Plans

The Compensation Committee believes that, although a significant portion of total target compensation provided to our executive officers is performance based, our executive compensation programs do not encourage excessive and unnecessary risk-taking.  The design of these compensation programs is intended to encourage our executive officers to remain focused on both our short-and long-term financial goals in several key respects.  For example, our 2014 Executive Bonus Plan included financial goals that were closely aligned with our business strategy and 2014 operating plan; the committee believed that if our executive officers were able to achieve these goals, it would result in company-wide success and create stockholder value.  In addition, the 2014 Executive Bonus Plan did not contain any individual goals, since the committee believed it preferable to have the annual bonuses for our executives based on objective measures that reflected the achievement of significant corporate financial goals, rather than more subjective individual contributions that were not correlated as precisely with our overall success.  Finally, as with prior years, all equity awards granted to our executive officers in 2014 vest over four years encouraging executive officers to focus on sustained stock price appreciation over the long term.

Severance and Change of Control Payments

Each of the Named Executive Officers has an agreement with us that provides for payments and benefits if the individual is terminated under certain circumstances within 12 months following a change of control of Glu (a “double trigger” termination).  In addition, Mr. de Masi’s employment agreement provides for payments and benefits if he is terminated under certain circumstances in the absence of our change of control.  For a description of these agreements and quantification of these severance and change of control benefits, please see the discussion under “Payments Upon Termination or Change in Control” below.  Other than as set forth in these agreements, no executive officer is entitled upon termination to either equity vesting acceleration or cash severance payments.

The Compensation Committee decided to provide these arrangements to mitigate some of the risk that exists for executives working in a small public company, an environment where there is a meaningful likelihood that we may be acquired.  These arrangements are also intended to mitigate a potential disincentive for executives to consider and execute on an acquisition where the acquirer may not require the services of these executives following the acquisition.

The Compensation Committee decided to provide Mr. de Masi with severance benefits in the absence of a change in control transaction to secure his service as our President and Chief Executive Officer; the committee believed that such an arrangement was necessary to attract and retain a qualified candidate who would likely have employment alternatives available to him that may have appeared to be less risky absent such an arrangement.

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Other Benefits

Executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance and our employee stock purchase plan and 401(k) plan, in each case on the same basis as other employees.  As part of our cost-reduction efforts, in February 2009 we indefinitely suspended our 401(k) match for U.S. employees, which includes all of our current executive officers.  We also provide other paid holidays to most of our employees that are comparable to those provided at peer companies.  Although our executive officers also receive such paid holidays, as of July 2009 as part of cost-reduction efforts, they no longer accrue vacation time which, if already accrued but unused, is paid to them when their employment with us terminates.  There were no special benefits or perquisites provided to any executive officer in 2014.

Clawback Policy (Recovery of Incentive Compensation Policy)

The Compensation Committee has not adopted a policy with respect to whether we will retroactively adjust any cash- or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon achieving financial results that were subsequently the subject of a restatement. The committee has considered adopting such a policy but believes that this issue would be best addressed when and if the need actually arises, after all of the facts regarding the restatement are known or regulations governing clawbacks are adopted.

Role of Executive Officers in Compensation Decisions

For compensation decisions relating to executive officers other than our Chief Executive Officer, the Chief Executive Officer, as the manager of the executive team, except Mr. Leichtner, assesses each individual’s contributions to their respective goals and makes a recommendation to the Compensation Committee regarding any merit-based adjustment to salary, the amount of cash bonus and bonus level for the coming year and replenishment equity compensation grant.  With respect to compensation decisions for Mr. Leichtner, both Mr. Ludwig, who is Mr. Leichtner’s manager, and Mr. de Masi make recommendations to the Compensation Committee.  The committee evaluates, discusses and modifies or approves these recommendations and conducts a similar evaluation of our Chief Executive Officer’s contributions to corporate goals and his overall performance in managing the company.  Our Chief Executive Officer (and Mr. Ludwig in the case of Mr. Leichtner) bases his recommendations in part upon annual performance reviews of our executive officers.  Committee meetings during 2014 typically included, for all or a portion of each meeting, not only the Compensation Committee members but also our Chief Executive Officer, our Chief Operating Officer and Chief Financial Officer and our Vice President and General Counsel and, on certain occasions, representatives from Compensia and other members of our Board.  Any executive officer attending a Compensation Committee meeting excused himself for those portions of the meeting in which his own compensation or performance was discussed or considered.

Equity Granting Policy

Equity awards may be granted by either the Compensation Committee or our Stock Option Administration Committee, which is currently comprised of our Chief Executive Officer, our Chief Operating Officer and Chief Financial Officer and our Vice President and General Counsel.  The Compensation Committee has delegated authority to our Stock Option Administration Committee to grant equity awards to employees who are not executive officers and do not report to the Chief Executive Officer, up to a certain number of shares per individual, as specified by the committee.  For the Stock Option Administration Committee to act, our Chief Executive Officer and at least one other member of the committee must vote.  The Stock Option Administration Committee reports to the Compensation Committee awards approved by the Stock Option Administration Committee promptly after any such approvals.

Equity awards are typically granted on regularly scheduled Stock Option Administration Committee meetings held, or unanimous written consents approved, on the second Tuesday of each month.  The only exceptions are for new hire or promotion grants that require Compensation Committee approval, which grants are generally approved on the second Tuesday of each month following the date the individual is hired or promoted, or for new hire awards made to individuals in connection with an acquisition.  The Stock Option Administration Committee does not have discretion to set other grant dates for awards made pursuant to its delegated authority.  Our annual performance-related awards for our executive officers are currently made at the Compensation Committee meeting

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held during our fourth quarter, at which the Compensation Committee reviews executive compensation for the upcoming year.

Other than as described in this CD&A and under the sections in this proxy statement titled “Director Compensation,” we do not have any program, plan or obligation that requires us to grant equity compensation on specified dates.

The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with a corporate transaction) is the closing price of our common stock on the date of grant.

Tax and Accounting Treatment of Compensation

In designing our compensation programs, the Compensation Committee considers the financial accounting and tax consequences to us, as well as the tax consequences to our employees.  We account for equity compensation paid to our employees under the rules of FASB ASC Topic 718 (formerly SFAS 123R), which requires us to estimate and record an expense for each equity compensation award over the service period of the award.  Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.  Management considers the FASB ASC Topic 718 cost of outstanding equity awards as part of our equity grant recommendations to the Compensation Committee.

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and each of our three most highly paid executive officers other than the Chief Financial Officer.  There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements.  To qualify for the exemption, we asked our stockholders to approve a limit under our 2007 Equity Incentive Plan on the maximum number of shares that may be granted to a participant in any calendar year.  Because this limit was adopted (and subsequently increased by stockholder vote at our 2011 Annual Meeting of Stockholders and which we are asking stockholders to increase this year — see Proposal No. 2), any compensation deemed paid to an executive officer when he or she exercises an option with an exercise price that is at least equal to the fair market value of the option shares on the grant date should qualify as performance-based compensation and should not be subject to the $1 million deduction limitation.  To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy requiring all compensation to be deductible.  Due to our net operating loss carryforwards, exceeding this limitation would not necessarily mean the Company would be subject to increased federal income taxes.

We also consider the tax impact to employees in designing our compensation programs, including our equity compensation programs.  For example, employees generally control the timing of taxation with respect to stock options but do not control the timing with respect to RSUs in which income is realized upon vesting and settlement.  To assist employees (including our executives) in satisfying their tax obligations for RSUs, we withhold shares from the vesting RSUs to cover applicable taxes.  We structure cash bonus compensation so that it is taxable to our employees at the time it is paid to them.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Disclosure and Analysis set forth above with Glu’s management.  Based on its review and these discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement which is incorporated by reference into our Annual Report on Form 10-K filed with the SEC on March 13, 2015.

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EXECUTIVE COMPENSATION

Please see the section titled “Executive Officers” at the end of Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2014, which accompanies these proxy materials, regarding the identity of our executive officers and their respective business experience.

Summary Compensation Table

The following table shows compensation earned during 2014 by our Named Executive Officers.  For information about employment contracts, termination of employment and change-of-control arrangements between us and the Named Executive Officers, see “Potential Payments upon Termination or Change in Control” below.

(1)                   Stock Awards represent restricted stock unit awards.

(2)                   Amounts shown in this column do not reflect dollar amounts actually received by the officer. Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718.  See Note 9 — Stock Option and Other Benefit Plans — in the notes to consolidated financial statements contained in our Form 10-K for the year ended December 31, 2014 for a description of the ASC Topic 718 methodology and assumptions. The number of shares subject to stock options and restricted stock units granted in 2014 to our Named Executive Officers is shown in the “Grants of Plan-Based Awards in 2014” table below.

(3)                   The amounts represent total performance-based bonuses that were earned during the given year, and paid in the period after the bonus was earned.  For 2013, these bonuses were determined under our 2013 Executive Bonus Plan for Messrs. de Masi, Ludwig, Ricchetti and Leichtner and under an individual bonus plan for Mr. Akhavan. For 2014, these bonuses were determined under our 2014 Executive Bonus Plan.  See the “Compensation Discussion and Analysis” section of this proxy statement and the “Grants of Plan-Based Awards in 2014” table below for further information regarding these bonus plans.

(4)                   Represents the grant date fair value of these RSUs of $2,019,250, plus an additional $2,714,000 related to the incremental fair value for accounting purposes of the modification of these RSUs on July 24, 2014 to remove certain performance-based vesting criteria, as discussed above under the “Compensation Discussion and Analysis” section of this proxy statement.

(5)                   Mr. Akhavan joined us in April 2013.

(6)                   Earned pursuant to his offer letter, in which we agreed to pay Mr. Akhavan a sign-on bonus of $100,000 in 12 equal monthly installments.

(7)                   Represents salary earned by Mr. Akhavan during 2013.  Mr. Akhavan received an annual base salary of $260,000 in 2013.

(8)                   Mr. Ricchetti joined us in October 2012.  On July 27, 2014, we informed Mr. Ricchetti that his employment with the Company was being terminated, effective immediately.

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(9)                   We entered into a severance agreement with Mr. Ricchetti on August 5, 2014, pursuant to which Mr. Ricchetti received (i) severance equal to 4.5 months of his base salary plus (ii) an amount in cash equal to six months of premium payments to extend his health insurance under COBRA.

(10)              Earned pursuant to his offer letter, in which we agreed to pay Mr. Ricchetti a sign-on bonus of $110,000 in 12 equal monthly installments.

(11)              Represents salary earned by Mr. Ricchetti during 2012.  Mr. Ricchetti received an annual base salary of $260,000 in 2012.

(12)              Represents a cash bonus paid to Mr. Leichtner in connection with his efforts on our acquisition of the DEER HUNTER brand assets from Atari, Inc.

The SEC’s calculation of total compensation includes several items driven by accounting and actuarial assumptions, and as a result, these amounts differ from the compensation actually realized by our named executive officers in a particular year.  To supplement the SEC’s required disclosure, we have included each current named executive officer’s “W-2 Realized Compensation” in the table below to compare their 2014 compensation as determined under SEC rules with the compensation they actually realized, as reported on their IRS W-2 forms.  The amounts shown under the below table are not a substitute for amounts reported elsewhere.

(1)                     Amounts in this column include amounts earned in 2014 for salary and cash bonuses and the value realized in 2014 for settlement of RSUs, which is calculated by multiplying the number of RSUs settled by the closing price of Glu’s common stock on the settlement date.

Grants of Plan-Based Awards in 2014

The following table provides information for the Named Executive Officers about equity awards granted during 2014 and cash bonus awards for which they were eligible in 2014 under our 2014 Executive Bonus Plans.  All stock options and restricted stock units were awarded under our 2007 Equity Incentive Plan, unless otherwise noted.

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(1)                     Each of Messrs. de Masi, Ludwig, Akhavan and Leichtner were eligible to earn a bonus under our 2014 Executive Bonus Plan based on Glu achieving a specified annual non-GAAP revenue target and a specified annual Adjusted EBITA target. The “Target” column represents the target bonus that could have been earned by each executive if we achieved the targets at 100% of plan.  The “Maximum” column represents the maximum total bonus that was earned by each executive, which was capped at 500% of his target bonus amount for Mr. de Masi, 200% for Messrs. Ludwig and Akhavan and 100% for Mr. Leichtner, regardless of the extent to which we exceeded either of the goals.  There was no threshold for an executive to earn a bonus under the plan.  Mr. Ricchetti was not eligible to receive a bonus under our plan since he was terminated in July 2014.  For more details on our 2014 Executive Bonus Plan, see “Compensation Discussion and Analysis” above.

(2)                     Amounts shown in this column do not reflect dollar amounts actually received by the officer.  Instead, these amounts reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718.  See Note 9 — Stock Option and Other Benefit Plans — in the notes to consolidated financial statements contained in our Form 10-K for the year ended December 31, 2014 for a description of the ASC Topic 718 methodology and assumptions.  The amount for Mr. de Masi also includes an additional $2,714,000 related to the incremental fair value for accounting purposes of the modification of these RSUs on July 24, 2014 to remove certain performance-based vesting criteria, as discussed above under the “Compensation Discussion and Analysis” section of this proxy statement.

(3)                     For a detailed description of these RSUs, see the discussion under “Compensation Discussion and Analysis — Equity Compensation” above.

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