On June 26, 2017, Pandora Media, Inc. (the “Company” or “Pandora”) appointed Karen Walker as Chief Accounting Officer and as principal accounting officer within the meaning of the rules of the Securities and Exchange Commission, effective immediately. Prior to joining Pandora, Ms. Walker, age 45, previously served as the Corporate Controller at Uber Technologies Inc., a multinational technology company operating a lead generation platform for on-demand services and logistics, from December 2013 to December 2016. From February 2012 to July 2013, Ms. Walker served as the Vice President, Controller at Virgin America, a domestic airline. She holds a degree in Accounting, Bachelor of Business Administration from Southern Methodist University and is a Certified Public Accountant (inactive) in California.

There are no family relationships existing between Ms. Walker and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Ms. Walker or any member of her immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. Walker and any other persons to which Ms. Walker was appointed to such position.

to the terms of Ms. Walker’s at-will offer letter with the Company, she will receive an annual base salary of $325,000. Ms. Walker will be eligible for a target bonus equal to 40% of her annual base salary under the Company’s Corporate Incentive Plan for 2017, pro-rated based on her employment commencement date. Her offer letter also provides for the grant of 103,682 restricted stock units with a three-year service-based vesting period. Ms. Walker will be eligible to receive severance benefits if her employment is terminated by the Company or its successor within 12 months following a Change of Control (as defined in the Company’s 2011 Equity Incentive Plan), or if Ms. Walker resigns from employment within 12 months following a Change of Control and after the occurrence of one of the following events without her consent and without cure by the Company: (a) a material reduction of base salary or target annual incentive bonus; (b) any requirement by the Company that Ms. Walker engage in any illegal or unethical conduct; (c) any material breach by the Company of any material agreement between Ms. Walker and the Company; (d) a relocation of Ms. Walker’s principal place of employment by more than 50 miles; or (e) a material reduction in Ms. Walker’s duties and responsibilities. If Ms. Walker experiences a qualifying termination of employment following a Change of Control, and upon execution of a general waiver and release by Ms. Walker, Ms. Walker’s severance benefits will consist of (i) a payment equal to nine months of Ms. Walker’s monthly base salary, (ii) payments from the Company for up to nine months for continued health benefits, (iii) a payment equal to nine months of Ms. Walker’s annual target bonus opportunity for the year in which such termination occurs, and (iv) the accelerated vesting of 50% of Ms. Walker’s outstanding equity awards.

About Pandora Media, Inc. (NYSE:P)

Pandora Media, Inc. (Pandora) is a music discovery platform, offering a personalized experience for each of its listeners wherever and whenever they want to listen to music, whether through earbuds, car speakers or live on stage. The Company delivers targeted messages to its listeners using a combination of audio, display and video advertisements. The Company provides services, including Pandora and Ticketfly. It provides the Pandora service through over two models, such as free service and Pandora One. Its free service allows listeners access to its music and comedy catalogs and personalized playlist generating system for free across all of the Pandora delivery platforms. Pandora One is a paid subscription service without any advertising. In addition to its monthly subscriptions, service listeners can purchase a single day Pandora One experience with its Pandora One Day Pass product. The Company’s Ticketfly service is a cloud ticketing platform for live events.