¨	Preliminary Proxy Statement

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

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•	Proposal No. 1 – Election of Directors. Each director will be elected by a plurality of the votes cast, which means that the nine individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or any of the nominees or “WITHHOLD” your vote with respect to one or any of the nominees.

•	Proposal No. 2 – Ratification of Appointment of Independent Registered Accounting Firm. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.

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•

vote via the Annual Meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GPRO2019, where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 10:00 a.m. (Pacific Time) on June 4, 2019. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;

•	vote via telephone or Internet—in order to do so, please follow the instructions shown on your proxy card; or

•	vote by mail—complete, sign and date the proxy card enclosed herewith and return it before the Annual Meeting in the envelope provided.

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•	delivering to the Corporate Secretary of GoPro (by any means) a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again by telephone or Internet; or

•	attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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•	reviews the financial information which will be provided to stockholders and others;

•	reviews our system of internal controls by consulting with management, our internal compliance team and the independent registered public accounting firm;

•	appoints, retains and oversees the performance of the independent registered public accounting firm;

•	oversees our accounting and financial reporting processes and the audits of our financial statements;

•	pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm;

•	reviews and provides oversight regarding our policies with respect to risk assessment and risk management; and

•	reviews related party transactions and proposed waivers of our Code of Business Conduct and Ethics.

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•	reviews and determines the compensation of our executive officers and other executives reporting to the Chief Executive Officer;

•	administers our equity incentive plans; and

•	establishes and reviews general policies relating to compensation and benefits of our employees.

•	provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

•	review and assess our current director policies and practices, Chief Executive Officer and other executive officer compensation policies and practices and equity profile relative to market practices (with director compensation review done for the benefit of the nominating and governance committee, which per its charter has responsibility for director compensation review and recommendation);

•	review and assess our current executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the compensation and leadership committee; and

•	review market practices on employee stock purchase plans and other equity programs.

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•	identifies, evaluates and recommends nominees, including stockholder nominees, to our board of directors and committees of our board of directors;

•	conducts searches for appropriate directors;

•	evaluates the performance of our board of directors and of individual directors;

•	considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees and related compensation (and was assisted in its 2018 director compensation review by Compensia);

•	reviews developments in corporate governance practices;

•	evaluates the adequacy of our corporate governance practices and reporting; and

•	makes recommendations to our board of directors concerning corporate governance matters.

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(1)	Member of the audit committee

(2)	Member of the nominating and governance committee

(3)	Member of the compensation and leadership committee

†	Lead Independent Director

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(1)	The amounts reported in this column represent the aggregate grant date value of RSUs or option awards, as applicable, made to directors in 2018 computed in accordance with FASB ASC Topic 718.

(2)

Mr. Ahmad-Taylor joined GoPro’s board of directors on June 18, 2018. On June 18, 2018, Mr. Ahmad-Taylor received a pro-rated award of 16,755 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to Mr. Ahmad-Taylor’s continuous service on our board of directors on such date. As of December 31, 2018, 8,378 of the RSUs remained unvested. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested.

(3)

Mr. Ahmad-Taylor joined GoPro’s board of directors on June 18, 2018. One June 18, 2018, Mr. Ahmad-Taylor received a pro-rated grant of options to purchase 36,338 of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to Mr. Ahmad-Taylor’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), such Options will accelerate and become immediately vested and exercisable.

(4)

On June 5, 2018, Messrs. Goldman, Gotcher, Lurie and Welts, and Mses. Lyne and Zalaznick each received an award of 17,581 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date. As of December 31, 2018, 8,791 of the RSUs remained unvested for each board member. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested.

(5)

On June 5, 2018, Messrs. Goldman, Gotcher, Lurie and Welts, and Mses. Lyne and Zalaznick each received a grant of options to purchase 38,128 shares of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these Options will accelerate and become immediately vested and exercisable.

(6)

Mr. Lanzone joined GoPro’s board of directors on August 29, 2018. On August 29, 2018, Mr. Lanzone received a pro-rated award of 11,259 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to Mr. Lanzone’s continuous service on our board of directors on such date. As of December 31, 2018, 5,630 of the RSUs remain unvested. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested.

(7)

Mr. Lanzone joined GoPro’s board of directors on August 29, 2018. On August 29, 2018, Mr. Lanzone received a pro-rated grant of options to purchase 23,175 shares of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to Mr. Lanzone’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), such Options will accelerate and become immediately vested and exercisable.

(8)	Mr. Bates received no compensation in 2018 for services as a director. As a former employee of the Company (whose employment as GoPro’s President terminated on December 31, 2016) and pursuant to his separation agreement, certain of Mr. Bates’ stock options remained fully vested and outstanding in lieu of compensation until Mr. Bates’ board service ended on June 5, 2018.

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(1)	Mr. Bates terminated employment as GoPro’s President on December 31, 2016 and his board service ended on June 5, 2018.

(2)	Consists of options to purchase 95,000 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 94,325 shares of Class A common stock under option awards granted pursuant to our 2014 Plan.

(3)	Consists of options to purchase 17,234 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 100,374 shares of Class A common stock under option awards granted pursuant to our 2014 Plan.

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(1)	“Audit fees” include fees for audit services primarily related to the audit of our annual financial statements and internal control over financial reporting; the review of our quarterly financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and audit services provided in connection with other statutory and regulatory filings.

(2)	“Tax fees” include fees for tax compliance, advice and planning. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal, state and international income tax matters, transfer pricing, international tax structure planning, assistance with indirect sales tax and assistance with tax audits.

(3)	“All other fees” include fees for products and services, namely software subscription fees.

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•	each stockholder known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock;

•	each of our directors;

•	each of our named executive officers (“NEOs”); and

•	all of our directors and executive officers as a group.

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*	Represents beneficial ownership of less than 1% of our outstanding shares of common stock of the designated class of security or less than 1% of the Total Voting Power, as applicable.

(1)	Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.

(2)

Consists of (i) 27,738,794 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees, (ii) 640,668 shares of Class B common stock held by Mr. Woodman's 2017 GRAT, (iii) 640,668 shares of Class B common stock held by the 2017 GRAT for Mr. Woodman's spouse, (iv) 2,000,000 shares of Class B common stock held by Mr. Woodman's 2018 GRAT, and (v) 2,000,000 shares of Class B common stock held by the 2018 GRAT for Mr. Woodman's spouse. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust. Mr. Woodman is the sole trustee of all four (4) GRATs.

(3)	Consists of 8,378 shares of Class A common stock held by Mr. Ahmad-Taylor.

(4)

Consists of (i) 668 shares of Class A common stock held by Mr. Goldman, (ii) 38,551 shares of Class A common stock held in the Goldman-Valeriote Family Trust, (iii) 56,197 shares of Class A common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2019, and (iv) 95,000 shares of Class B common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2019. Kenneth Goldman and Susan Valeriote are co-trustees and have shared voting and investment power over the shares owned by the Goldman-Valeriote Family Trust.

(5)

Consists of (i) 94,613 shares of Class A common stock held by the Peter and Marie-Helene Gotcher Family Trust, (ii) 62,246 shares of Class A common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2019, and (iii) 17,234 shares of Class B common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2019. Mr. Gotcher is the President of The Peter and Marie-Helene Gotcher Family Trust.

(6)	Consists of 8,444 shares of Class A common stock held by Mr. Lanzone.

(7)	Consists of (i) 48,941 shares of Class A common stock held by the Alexander J Lurie Trust dtd 10/16/2007, and (ii) 67,785 shares of Class A common stock subject to options held by Mr. Lurie that are exercisable within 60 days of March 31, 2019. Mr. Lurie is the sole trustee and beneficiary of the Alexander J Lurie Trust dtd 10/16/2007.

(8)	Consists of (i) 29,355 shares of Class A common stock held by Ms. Lyne, and (ii) 35,608 shares of Class A common stock subject to options held by Ms. Lyne that are exercisable within 60 days of March 31, 2019.

(9)	Consists of (i) 20,793 shares of Class A common stock held by the Frederic K. Welts, Jr. Living Trust, and (ii) 17,272 shares of Class A common stock subject to options held by Mr. Welts that are exercisable within 60 days of March 31, 2019. Mr. Welts is the sole trustee and beneficiary of the Frederic K. Welts, Jr. Living Trust.

(10)	Consists of (i) 37,800 shares of Class A common stock held by Ms. Zalaznick and Phelim Dolan, and (ii) 55,415 shares of Class A common stock subject to options held by Ms. Zalaznick that are exercisable within 60 days of March 31, 2019.

(11)	Consists of (i) 276 shares of Class A common stock held by Mr. McGee's spouse, and (ii) 246,210 shares of Class A common stock subject to options held by Mr. McGee that are exercisable within 60 days of March 31, 2019.

(12)	Consists of (i) 57,188 shares of Class A common stock subject to options held by Ms. Saltman that are exercisable within 60 days of March 31, 2019, and (ii) 22,367 shares of Class A common stock subject to restricted stock units held by Ms. Saltman that may settle within 60 days of March 31, 2019.

(13)	Consists of (i) 58,268 shares of Class A common stock held by Mr. Barna, (ii) 133,234 shares of Class A common stock subject to options held by Mr. Barna that are exercisable within 60 days of March 31, 2019, and (iii) 10,000 shares of Class A common stock subject to restricted stock units held by Mr. Barna that may settle within 60 days of March 31, 2019.

(14)	Consists of 12,680 shares of Class A common stock held by Mr. Prober.

(15)	Consists of 2,266 shares of Class A common stock held by Ms. Zezima.

(16)

Consists of (i) 384,895 shares of Class A common stock, (ii) 33,020,130 shares of Class B common stock, (iii) 731,155 shares of Class A common stock subject to options that are exercisable within 60 days of March 31, 2019, (iv) 35,492 shares of Class A common stock subject to restricted stock units that may settle within 60 days of March 31, 2019, and (v) 121,834 shares of Class B common stock subject to options that are exercisable within 60 days of March 31, 2019.

(17)	Consists of 27,738,794 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust.

(18)	Based on a Schedule 13G Amendment No. 2 filing made on February 4, 2019. Consists of 7,994,769 shares of Class A common stock held by BlackRock, Inc. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(19)	Based on a Schedule 13G Amendment No. 3 filing made on February 11, 2019. Consists of 10,211,841 shares of Class A common stock held by The Vanguard Group - 23-1945930. The address for The Vanguard Group - 23-1945930 is 100 Vanguard Blvd., Malvern, PA 19355.

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•	Align executive compensation with achievement of our business objectives and financial performance;

•	Motivate our executive officers to take actions that enhance long-term stockholder value; and

•	Enable us to attract, retain and reward our executives who contribute to our success.

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1.	Elements of Our Executive Compensation Program sets forth our executive compensation philosophy and describes the programs, policies and practices we apply and use to support achievement of our corporate goals and performance objectives.

2.	Further Considerations for Setting Executive Compensation discusses, among other things, the role of our compensation and leadership committee, consultants, peer group, and the impact of tax and accounting considerations.

3.	Business Highlights for 2018 summarizes our business results that impacted our 2018 executive compensation decisions.

4.	Executive Compensation Decisions for 2018 explains the compensation decisions that were made for 2018 based on our corporate results.

5.	Severance and Change in Control Arrangements discusses employment agreements and policies associated with our current and departing executives.

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•	Nicholas Woodman, our Chief Executive Officer and Chairman of our board of directors;

•	Brian McGee, our Executive Vice President, Chief Financial Officer since February 2, 2018;

•	Sandor Barna, our Senior Vice President, Chief Technology Officer since February 2, 2018; and

•	Eve Saltman, our Vice President, Corporate/Business Development, General Counsel and Secretary, since March 29, 2018.

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•	the recommendations of our Chief Executive Officer, and our Vice President, People and Places (except with respect to their own compensation) as described below;

•	our corporate growth and other elements of financial performance;

•	our corporate and individual achievements against one or more short-term and long-term performance objectives;

•	the individual performance of each executive officer against his or her business objectives;

•	a review of the relevant competitive market analysis prepared by its compensation consultant (as described below);

•	the expected future contribution of the individual executive officer;

•	historical compensation decisions we have made regarding our executive officers; and

•	internal pay equity based on the impact on our business and performance.

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•	researched, analyzed and developed a proposed compensation peer group;

•	provided advice with respect to compensation best practices, regulatory developments and market trends for executive officers and members of our board of directors;

•	conducted an analysis of long-term incentive equity practices currently used by our compensation peer group and advised on design of our long-term incentive plans;

•	conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers;

•	conducted an analysis of the levels of overall compensation and each element of compensation for the members of our board of directors;

•	provided design advice on our annual Executive Bonus Plan; and

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•	provided ad hoc advice and support throughout the year.

•	the comparability of the company’s primary sales channels, including via the Internet;

•	the company’s consumer products and/or business services focus;

•	the comparability of the company’s operating history;

•	the comparability of the company’s organizational complexities and growth attributes;

•	the stage of the company’s maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and

•	the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations).

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•	our board of directors has delegated to the compensation and leadership committee the express authority to administer our 2014 Plan, including the authority to grant awards under the 2014 Plan;

•

our board of directors has delegated to the equity management committee (a committee consisting solely of our Chief Executive Officer) the non-exclusive authority to grant equity awards to employees below the level of executive staff vice president where the awards fall within standard guidelines approved by the compensation and leadership committee and subject to a limitation on the number of shares of our common stock that may be granted in any year;

•	if the equity management committee approves equity awards on or before the 15th day of the month, the awards will be granted effective as of the 15th day of that month, and if it approves such equity awards after the 15th of the month, the grant date for these awards will be the approval date;

•	all equity awards granted outside the equity management committee guidelines or to our employees at or above the level of vice president who serve on the Company’s executive staff must be approved by the compensation and leadership committee; and

•	all equity awards to the non-employee members of our board of directors will be granted automatically in accordance with the terms of our Director Compensation Policy.

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•

In 2018, we released four new cameras including the completely refreshed HERO7 lineup of cloud-connected line of durable, waterproof cameras featuring image stabilization, telemetry, cloud connectivity and voice control. Our flagship HERO7 Black camera features HyperSmooth image stabilization, which makes it easy to capture professional-looking gimbal-like stabilized videos without a gimbal, TimeWarp Video, which applies a high-speed, ‘magic-carpet-ride’ effect to videos, improved audio, and live streaming, which enables users to share content in real time to Facebook, Twitch, YouTube, Vimeo and other platforms.

•	We deepened the relationship with our global community by including them in the launch of the HERO7 Black. For the launch of HERO7 Black, we introduced the HERO7 Black Million Dollar Challenge, a crowd-sourced the highlight video of HERO7 Black content, showcasing the passions and talents of our community and rewarding 56 creators with an equal share of $1 million.

•	In July, GoPro exceeded 30 million HERO cameras sold since the debut of the first HD model in November 2009. HERO5 Black became the best-selling GoPro in record time, surpassing four million units three months faster than the incumbent HERO4 Silver.

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•	We invested in consumer research and analytics, growing our understanding of our customers, how they are segmented, and how they will likely respond to new products, pricing and marketing campaigns, resulting in an improved ability to forecast our business.

•	We restored growth and profitability during the fourth quarter.

•	GoPro reduced GAAP operating expenses to $455 million in 2018, down 17% year-over-year. Non-GAAP operating expenses were also down 17% year-over-year to $395 million.

•	GoPro announced plans to move most of its US-bound camera production out of China, ramping up production in Guadalajara, Mexico in 2019.

•	In the United States in 2018, GoPro grew unit share in the Action Camera category by 6% year-over-year and capturing 87% of the category according to The NPD Group. For the fifth straight year, GoPro captured more than 80% of the Action Camera category by unit volume in the United States.

•	In Europe, GoPro held 73% and 43% of the Action Camera category by dollar and unit volume, respectively, in 2018, according to GfK.

•	In Korea and Thailand, unit sales grew by 27% and 88% respectively, year-over-year in 2018, marking two years of consecutive sell-through growth, according to GfK. In Thailand, dollar sales grew by 87% year-over-year in 2018.

•	GoPro gained more than 3 million new social media followers in 2018, growing its total following to 38 million across all platforms, driven primarily by increases on Instagram and YouTube.

•	We grew our paid subscriber base in the GoPro Plus subscription service by approximately 50% year-over-year in 2018 to 185,381 from 123,292.

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(1)

Mr. McGee’s annual base salary for 2018 is the weighted average of his $400,000 annual base salary from January 1, 2018, to February 1, 2018, and his $460,000 annual base salary from February 2, 2018, to December 31, 2018. Mr. McGee’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018.

(2)	Ms. Saltman’s annual base salary for 2018 is prorated for her length of service during 2018 following her appointment to the position of Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018.

(3)

Mr. Barna’s annual base salary for 2018 is the weighted average of his $386,250 annual base salary from January 1, 2018, to February 1, 2018, and his $420,000 annual base salary from February 2, 2018, to December 31, 2018. Mr. Barna was on the employee annual bonus plan from January 1, 2018, to February 1, 2018, and then became a participant in the 2018 Executive Bonus Plan from February 2, 2018 to December 31, 2018. Mr. Barna’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity for the period he became eligible to participate in the2018 Executive Bonus Plan from February 2, 2018. In addition, his target under the employee annual bonus plan for January 1, 2018 to February 2, 2018 was $11,852.

(4)

Ms. Zezima’s annual base salary for 2018 is prorated for her length of service during 2018 (until the termination of her employment in March 2018). Although Ms. Zezima would have ceased to be eligible to receive any bonus upon her departure under the 2018 Executive Bonus Plan, pursuant to her Transition Incentive Agreement with the Company, Ms. Zezima remained eligible to receive her 2018 bonus, based on her target bonus opportunity (expressed as a percentage of base salary) for 2018 and our actual performance in 2018, prorated for her length of service during 2018.

(5)	Mr. Prober’s annual base salary reflects the actual compensation he received during his 2018 employment, and Mr. Prober’s actual target bonus opportunity (expressed as a percentage of base salary), in each case, prior to the termination of his employment in February 2018. However, Mr. Prober ceased to be eligible to receive any bonus upon the termination of his employment in February 2018.

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(1)	Net revenue would be calculated by our finance department and verified by our executive management, subject to certification and final approval by our compensation and leadership committee.

(2)	Pre-tax profit/loss would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible charges, and other one-time charges as appropriate but includes bonus expense (including bonus payments under this 2018 Executive Bonus Plan).

(3)	Net profit would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible changes, and other one-time charges as appropriate but includes non-GAAP taxes and bonus expense (including bonus payments under this 2018 Executive Bonus Plan).

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(1)	Mr. McGee’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018.

(2)	Ms. Saltman’s annual target bonus opportunity for 2018 reflects her target bonus opportunity (as a percentage of base salary) for 2018 multiplied by her base salary, prorated for her length of service during 2018 following her appointment to the position of Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018.

(3)

Mr. Barna’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018. Mr. Barna also received $8,652 under the employee annual bonus plan for the portion of the year during which he was eligible to participate in that bonus plan, prior to his promotion on February 2, 2018.

(4)

Although Ms. Zezima would have ceased to be eligible to receive any bonus upon the termination of her employment under the 2018 Executive Bonus Plan, pursuant to her Transition Incentive Agreement entered into with the Company, Ms. Zezima remained eligible to receive her 2018 bonus, based on her target bonus opportunity (as a percentage of base salary) for 2018 and the Company’s actual performance in 2018, prorated for Ms. Zezima’s length of service during 2018. Ms. Zezima’s annual target bonus opportunity (in dollars) for 2018 set forth above reflects this length-of-service proration.

(5)	Mr. Prober’s actual bonus payment and percentage of target annual cash bonus opportunity for 2018 are listed as zero because he ceased to be eligible to receive any bonus upon the termination of his employment in February 2018.

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Cash Severance. We will pay the participant a cash lump sum equal to 12 months of the participant’s base salary (less applicable deductions and withholding), as in effect immediately prior to the participant’s termination by GoPro or, in the case of voluntary termination by the participant with good reason (as defined in the policy), immediately prior to the occurrence of the event constituting good reason.

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COBRA Payments. Subject to the participant timely electing coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), we will continue to pay the employer portions of such insurance premiums for the participant and/or his or her eligible dependents, as applicable, for up to 12 months following the participant’s termination. Such COBRA subsidies will cease, however, if a participant becomes eligible for comparable group medical, dental and/or vision insurance coverage under the plan(s) of a subsequent employer, or if the participant otherwise ceases to receive COBRA coverage under our plan(s), before the end of the aforementioned 12-month period.

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•	a single lump sum payment equal to the sum of 12 months of his then-current base salary and target bonus (assuming a 150% achievement threshold);

•	an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment; and

•	continuation of COBRA benefits for 12 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount).

•	a single lump sum payment equal to the sum of 24 months of his then-current base salary and target bonus (assuming a 150% achievement threshold);

•	an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment;

•	full accelerated vesting of all of the shares of our common stock subject to his then-outstanding and unvested equity awards, if any; and

•	continuation of benefits under COBRA for 18 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount).

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•	12 months of his then-current base salary;

•	100% of his target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. McGee, including awards that would otherwise only vest upon satisfaction of performance criteria, will accelerate and become vested and exercisable in full immediately prior to his separation from service.

•	12 months of his then-current base salary;

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•	100% of his target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. Barna, including awards that would otherwise only vest upon satisfaction of performance criteria, would accelerate and become vested and exercisable in full immediately prior to his separation from service.

•	12 months of her then-current base salary;

•	100% of her target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Ms. Saltman, including awards that would otherwise only vest upon satisfaction of performance criteria, would accelerate and become vested and exercisable in full immediately prior to her separation from service.

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•	60 days’ pay in lieu of notice, pursuant to the California Worker Adjustment and Retraining Notification Act (“WARN Act”) which amounted to $73,973, less applicable state and federal payroll deductions;

•	Lump-sum payment of $375,000, less applicable state and federal payroll deductions;

•	Payout of cash bonus pursuant to the 2017 Bonus Plan at eligible target based on actual attainment of corporate results;

•	Continuation of benefits under COBRA for 12 months following his termination date, with GoPro continuing to pay the employer portion of applicable insurance premiums which amounted to $18,659; and

•	Accelerated vesting of all RSUs that otherwise would have vested had Mr. Prober remained employed with us through February 16, 2019.

•	A lump-sum transition bonus payment equal to $140,000, less applicable state and federal payroll deductions;

•	Continuation of benefits under COBRA for four months following her termination date, with GoPro continuing to pay the employer portion of applicable insurance premiums which amounted to $9,330;

•	Accelerated vesting of all RSUs that would have vested had Ms. Zezima remained employed with us through September 30, 2018;

•	Ms. Zezima’s cash bonus payment pursuant to the 2017 Bonus Plan, to be paid on or before March 15, 2018; and

•	Ms. Zezima’s cash bonus payment pursuant to the 2018 Bonus Plan, prorated for the year ended December 31, 2018, and based on Ms. Zezima’s current target percentage and actual Company performance in 2018, as determined by the compensation and leadership committee in the first quarter of 2019.

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(1)

The amounts reported in this column represent the aggregate grant date fair value of the RSUs or PSUs, as applicable, made to the NEO in 2018, 2017 and 2016 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The grant date fair value for RSUs is measured based on the closing price of our Class A common stock on the date of grant. For 2018, PSUs were included in stock awards. The single performance metric assigned to the PSUs was based our 2018 fiscal year revenue and as such the PSUs were determined to be performance awards under FASB ASC Topic 718. The PSUs did not have any variable payout amounts associated with the earning of the PSUs, but rather an “all-or-none” payout provision. The grant date fair value for these PSUs was measured based on the closing price of our Class A common stock on the date of grant and the amount reflected is based on the fair value of the full PSU awards granted, as we expected the PSUs would be fully earned at the time the PSUs were granted. Note that the amounts reported in this column reflect the accounting cost for these RSUs or PSUs, as applicable, and do not correspond to the actual economic value that may be received by the NEO.

(2)

The amounts reported in this column represent the aggregate grant date fair value of option awards made to the NEO in 2018, 2017 and 2016 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 7 to the audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Note that the amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by the NEO.

(3)	The amounts reported in this column represent the NEO’s annual cash bonus awards, which for 2018, 2017 and 2016, we awarded under the 2018 Executive Bonus Plan, the 2017 Executive Bonus Plan, and the 2016 Executive Bonus Plan, respectively, based on the compensation and leadership committee’s determination of individual and overall company performance.

(4)	Represents the value of corporate merchandise.

(5)	Represents $138 as the value of corporate merchandise and a $113,117 one-time payout of vacation time due to adoption of our employee discretionary time off program.

(6)	Represents $138 as the value of corporate merchandise and a $3,370 one-time payout of vacation time due to adoption of our employee discretionary time off program.

(7)	Ms. Saltman was hired as Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 29, 2018.

(8)	Represents a $25,000 for a sign-on bonus, $9,650 for an additional spot bonus, $11,000 in matching 401(k) account contributions, $500 in charitable contribution matching and $176 in value of corporate merchandise.

(9)	Mr. Barna was promoted to Senior Vice President, Chief Technology Officer, effective February 2, 2018.

(10)	Represents $16,646 for an additional spot bonus, $8,652 under the employee annual bonus plan, $11,000 in matching 401(k) account contributions, $1,000 in charitable contribution matching and $176 in value of corporate merchandise.

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(11)	Represents $140,000 in severance pay, per Ms. Zezima’s Transition Incentive Agreement with the Company, $9,029 in matching 401(k) contributions, and $9,330 in COBRA benefits.

(12)	The amount reported includes $10,800 in matching 401(k) account contributions and $147 in value of corporate merchandise.

(13)	Represents $138 in value of corporate merchandise, a $33,967 one-time payout of vacation time due to adoption of our employee discretionary time off program, $10,600 matching 401(k) and $500 in charitable contribution matching.

(14)	Represents $448,973 in severance pay, per Mr. Prober’s separation agreement with the Company, $5,385 in matching 401(k) account contributions, and $18,659 in COBRA benefits.

(15)	Represents $10,800 in matching 401(k) account contributions, $147 in value of corporate merchandise, $1,000 in charitable contribution matching, and $30 in gym benefits.

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(1)

As set forth under the 2018 Executive Bonus Plan, the threshold amount represents corporate financial performance of (i) achievement of net revenue at $1.1 billion and (ii) achievement of pre-tax profit/loss of $(41) million, which, together, would result in an overall plan funding level of 25% (and individual bonus payouts at 25% of annual target bonus opportunities for 2018, subject to adjustment by the compensation and leadership committee).

(2)	As set forth under the 2018 Executive Bonus Plan, the maximum amount represents achievement of target net revenue and pre-tax profit/loss amounts set forth in note (1) above, plus supplemental plan funding of $0.036 of every dollar in net profit above $5,000,000, for total plan funding of up to 200% of target plan funding.

(3)

The amounts reported in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 7 to the audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO.

(4)	Mr. McGee’s estimated future payouts under the 2018 Executive Bonus Plan reflect his weighted-average base salary over 2018.

(5)	The PSUs will be earned and begin to vest only if the compensation and leadership committee determines that the "Revenue Hurdle” of $1,211,915,000 in net sales revenue for fiscal year 2018, generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-

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(6)

The PSUs will be earned and begin to vest only if the compensation and leadership committee determines that the "Revenue Hurdle” of $1,234,478,000 in net sales revenue for fiscal year 2018, generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K, is achieved. There are no variable payout amounts available under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU awards will vest and the PSU awards will be forfeited. If the compensation and leadership committee determines that the Revenue Hurdle has been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company.

(7)	One-fourth of the total RSUs granted vest on February 15, 2019, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company.

(8)

One-fourth of the total options granted vest on February 15, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between the Participant and the Company.

(9)	Ms. Saltman’s estimated future payouts under the 2018 Executive Bonus Plan are prorated, reflecting her base salary upon appointment to Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018.

(10)	One-fourth of the total RSUs granted will vest on April 15, 2019, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(11)

One-fourth of the total options granted will vest on March 29, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(12)	Mr. Barna’s estimated future payouts under the 2018 Executive Bonus Plan reflect his prorated base salary for the portion of 2018 (after his promotion) during which he was eligible to participate in the 2018 Executive Bonus Plan.

(13)	Pursuant to her Transition Incentive Agreement with the Company, Ms. Zezima’s estimated future payouts under the 2018 Executive Bonus Plan were prorated, reflecting her separation from the Company in March 2018.

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(1)

Represents the fair market value of a share of our Class A common stock. For options granted pre-IPO, market value was determined by our board of directors on the grant date. For options granted after our IPO, market value is the closing price of our Class A common stock on date of grant. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) - Critical Accounting Policies and Estimates - Stock-based compensation” included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 15, 2019 (the “Annual Report”) for a discussion of the valuation of our Class A common stock.

(2)

One-fourth of the total options granted vested on September 28, 2016, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(3)	One-fourth of the total RSUs granted vested on October 15, 2016, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(4)

One-fourth of the total options granted vested on February 3, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(5)	One-fourth of the total RSUs granted vested on February 15, 2017, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(6)

One-sixth of the total options granted vested on August 15, 2017, and an additional 1/36th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(7)	One-sixth of the total RSUs granted vested on August 15, 2017, and an additional 1/6th will vest semi-annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(8)

One-fourth of the total options granted vested on February 15, 2019, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the Participant and the Company.

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(9)

One-fourth of the total RSUs granted will vested February 15, 2019, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company.

(10)

The PSUs will be earned and begin to vest only if the "Revenue Hurdle” defined as $1,211,915,000 in net sales revenue for fiscal year 2018 generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K is determined by the compensation and leadership committee to be achieved. There are no variable payout amounts under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU award will vest and the PSU award will be forfeited. If the Revenue Hurdle is determined by the compensation and leadership committee to have been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. These PSUs were subsequently deemed forfeited by action of the compensation and leadership committee in February 2019.

(11)

The PSUs will be earned and begin to vest only if the "Revenue Hurdle” defined as $1,234,478,000 in net sales revenue for fiscal year 2018 generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K is determined by the compensation and leadership committee to be achieved. There are no variable payout amounts under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU award will vest and the PSU award be forfeited. If the Revenue Hurdle is determined by the compensation and leadership committee to have been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. These PSUs were subsequently deemed forfeited by action of the compensation and leadership committee in February 2019.

(12)	One-fourth of the total options granted vested on March 29, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(13)	One-fourth of the total RSUs granted vested on April 15, 2019, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(14)

One-fourth of the total options granted vested on September 22, 2016, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(15)	One-fourth of the total RSUs granted vested on October 15, 2016, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(16)

One-fourth of the total options granted vested on February 26, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(17)	One-fourth of the total RSUs granted vested on February 15, 2017, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(18)	One-fourth of the total options granted vested on June 15, 2017, and an additional 1/24th vested monthly thereafter until the option was fully vested.

(19)	One-sixth of the total RSUs granted vested on April 15, 2018, and an additional 1/6th will vest semi-annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(20)	Neither Ms. Zezima nor Mr. Prober had outstanding equity awards at December 31, 2018 as each had terminated employment prior to such date.

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(1)	The value of the accelerated vesting of outstanding and unvested equity awards has been calculated based on the closing market price of our Class A common stock on Nasdaq on December 31, 2018, which was $4.24 per share, less, if applicable, the exercise price of each outstanding and unvested stock option.

(2)	Ms. Zezima resigned and terminated employment on March 30, 2018. The terms of her Transition Incentive Agreement are outlined above in the Severance and Change in Control Arrangements section.

(3)	Mr. Prober’s employment terminated in connection with the restructuring on February 16, 2018. The terms of his Separation Agreement are outlined above in the Severance and Change in Control Arrangements section.

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(1)	Includes our 2010 Plan, grants assumed under the Sparrow Acquisition Plan (“SAP Plan”), and our 2014 Plan. Excludes purchase rights accruing under our 2014 Employee Stock Purchase Plan.

(2)	The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, because RSUs have no exercise price.

(3)

There are no shares of common stock available for issuance under our 2010 Plan or under the SAP Plan, but those plans will continue to govern the terms of options or awards granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2010 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2014 Plan. In addition, the number of shares reserved for issuance under our 2014 Plan increased automatically by 4,912,278 on January 1, 2019 and will increase automatically on the first day of January of each of 2020 through 2024 by the number of shares equal to 3% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors. There are 6,748,056 shares of Class A common stock available for issuance under the 2014 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2014 Employee Stock Purchase Plan increased automatically by 1,637,426 on January 1, 2019 and will increase automatically on the first day of January of each year during the term of the 2014 Employee Stock Purchase Plan by the number of shares equal to 1% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors.

(4)	Excludes outstanding 8,563 RSUs that were assumed as part of an acquisition. In connection with the acquisition, GoPro has only assumed the outstanding RSUs, but not the plan itself, and therefore, no further awards may be granted under the acquired-company plan.

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•	we have been or are to be a participant;

•	the amount involved exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

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