it; be) FM +2 SUM-100 MD (CI TA CION JUDICIAL) NOTICE TO DEFENDANT: (A vrso AL DEMANDADO): CARTA, we, ESHARES, INC. (DBA CARTA, INC.), and DOES 1-10, inclusive YOU ARE BEING SUED BY PLAINTIFF: (L0 ESTA DEMANDANDO EL DEMANDANTE): Emily Kramer You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information below. You have 30 CALENDAR DAYS after this summons and legal papers are served on you to ?le a written response at this court and have a copy served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your case. There may be a court form that you can use for your response. You can ?nd these court forms and more information at the California Courts Online Self-Help Center your county law library, or the courthouse nearest you. If you cannot pay the ?ling fee, ask the court clerk for a fee waiver form. If you do not ?le your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court. There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonpro?t legal services program. You can locate these nonpro?t groups at the California Legal Services Web site the California Courts Online Self-Help Center or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case. (A Lo han demandado. Si no responde dentro de 30 dias, la corte puede decidir en su contra sin escuchar su version. Lea la infonnacion a continuacion. Tiene 30 DIAS DE CALENDARIO despu?s de que le entreguen esta citacidn papeles legales para presenter una respuesta por escnilo en esta corte hacer que se entregue una copia al demandante. Una carta a una llamada teiefonica no lo protegen. Su respuesta por escn?to tiene que estar en formato legal correcto si desea que procesen su caso en la corte. Es posible que haya un formulario que usted pueda usar para su?respuesta. Puede enconfrar esfos formularios de la corte m?s'infonnaci?n en el Centro de Ayuda de las Cortes de California (wwmsucorte.ca.gov), en la biblioteca de leyes de su condado 0 en la corte que le quede mas cerca. Si no puede pagar la cuota o'e presentaci?n, pida al secretan'o de la corte que le d? un formulario de exencion de page de cuofas. Si no presenta su respuesta a tiempo, pueda percler ei caso por incumplimiento la con?e le podra quitar su sueldo, dinero bienes sin mas advertencia. Hay otros requisitos legales. Es recomendable que llame a un abogado inmediatamente. Si no conoce a un abogado, puede llamar a un servicio de remision a abogados. Si no pueda pagar a un abogado, es poslble que cumpla con los requisitos para obtener servicios legales gratuitos de un programa de servicios legales sin ?nes de lucro. Puede encontrar estos grupos sin ?nes de lucro en el sitio web de California Legal Services, . en el Centro de Ayuda de las Cortes de California, (ww.sucorte.ca.gov) poni?ndose en confacfo con la corte 0 el colegio de abogados locales. Porley, la corte tiene derecho a reclamarlas cuotas los costos exentos porimponer un gravamen sabre cualquier recuperacion de $10,000 6 mas de valor recibida medianfe un acuerdo una concesion de arbitraje en un caso de derecho civil. Tiene que pagar el gravamen de la corle antes de que la corte pueda desechar el caso. The name and address of the court is: CASE NUMBER: ?Nt?rmero del Caso): (El nombre direcci?n de la oon?e esSan Francisco County Superior Court 400 McAllister Street, San Francisco, CA 94102 The name, address,.and telephone number of plaintiffs attorney, or plaintiff without an attorney, is: (El nombre, la direccion el numero de tel?fono del abogado del demandante, 0 del demandante que no tiene abogado, es): Sharon R. Vinick; Levy Vinick Burrell Hyams, LLP, 180 Grand Ave., Suite 1300, Oakland, CA 94612; (510 8-7700, DATE: Clerk, by Deputy (Fecha) 2. Clark Of the Court (Seoretario) (Atalanta) (For proof of service of the summons, use Proof of Service of Summons (form EEICA SUNGA 3-0 (Para prueba de entrega de esta citation use el formulario Proof of Service of Summons, NOTICE TO THE PERSON SERVED: You are served 1. as an individual defendant. . 2. as the person sued under the ?ctitious name of (specify): 3. on behalf of (specify): under: CCP 416.10 (corporation) CCP 416.60 (minor) CCP 416.20 (defunct corporation) CCP 416.70 (conservatee) I: CCP 416.40 (association or partnership) CCP 416.90 (authorized person) other (specify): by personal delivery on (date) M011 Form Adopted for Mandatory Use 3 UMMON 8 Code of Civil Procedure 412.20, 465 Judicial Council of California . ww.courts.ca.gov SUM-100 [Rev. July 1, 2009] .. .SHARON R. VINICK, ESQ., State Bar No. 129914 FRANCISCO E?Mail: sharon@levyvinick.corn COUNTY OF - HILARY HAMMELL, ESQ., State Bar No. 291347 .w E-Mail: hilary@levyvinick.com JUL 2 11 2020 a? LEVY VIN ICK BURRELL HYAMS LLP 180 Grand Avenue, Suite 1300 - Oakland, CA 94612 ?m 89m Tel.: (510) 318-7700 MGEUCA UNGA Fax: (510) 318?7701 Attorneys for Plaintiff Emily Kramer SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN FRANCISCO UNLIMITED JURISDICTION EMILYKRAMER, CaseNo. - Plaintiff, COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL v. JURY TRIAL DEMANDED CARTA, INC., ESHARES, INC. (DBA CARTA, IN C.), and DOES 1-10, inclusive, . Defendants. I I. NATURE OF THE ACTION 1. Plaintiff Emily Kramer brings this lawsuit against her former employer, eShares, Inc. (DBA Carta, Inc.), alleging claims for gender discrimination, retaliation, wrongful termination in violation of public policy, violation of the California Equal Pay Act, and failure to take all reasonable steps to prevent discrimination, retaliation, and harassment. 2. Defendant Carta, Inc. is a Silicon Valley company that makes equity management software. But Carta, which is now valued at more than $3 billion, having raised more than $600 million from top investors (including Andreessen Horowitz, Ventures and Goldman Sachs) doesn?t simply market itself as a software company that helps ?companies and investors manage their cap tablesl, valuations, and equity plans.? Beyond just a software company, Carta has a stated 1 ?Cap tables? are lists of all the securities (stock, equity grants, etc.) a company has issued and who owns them. 1 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL ?commitment to transparency and equality in equity.? Indeed, the company claims it is the harbinger of an entire global revolution; In a 2017 blog postz, Carta?s Chief Executive Of?cer Henry Ward (?Ward?) compared mere wage-earning with serfdom and declared that Carta?s purpose was to unshackle employees from this wage?earning serfdom and to ?create more owners,? reduce ?income inequality,? and to ?democratiz[e]? ownership of corporations. 3. While this purpose may be grandiose, making corporate ownership more equal and democratic is certainly a laudable goal. This is especially important in Silicon Valley, where money and equity are directly tied to wealth and therefore power, but where neither are distributed equitably. These inequalities in Silicon Valley are especially pronounced when it comes to gender. Carta sought to establish itself as a leading voice and ?brand? in exposing such gender inequities, and it did so under the leadership of Plaintiff Emily Kramer. 4. In 2018, Ms. Kramer, a woman with substantial experience leading marketing at SaaS startups, was recruited to Carta as the Vice President of Marketing on the Executive Team. Ms. Kramer was not only compelled by Carta?s elegant product solution and promising growth potential, she strongly believed in the mission of Carta that making equity distributions more transparent and equal would eventually lead to the true democratization of corporate ownership and, ultimately, reduce compensation inequalities. Ms. Kramer understood that the role would involve her championing the company?s mission to the industry at large. 5. Ms. Kramer accepted the position and went on to lead and grow the marketing team at Carta and developed two reports for Carta that exposed the gender inequalities in equity compensation in Silicon Valley.3 Carta sought and received press attention for these reports. As Carta?s CEO, Henry Ward, wrote in September 2018, following the distribution of the ?rst report: Women own 9% of employee and founder equity in Silicon Valley. Men own the other 91%. Women make up 35% of equity holding employees but own just 20% of the equity. And it starts at the beginning female founders are 13% of all founders but they hold 6% of founder equity. Unfortunately, Carta is not an exception. Only 30% of our 400 employees are women. One member of our executive team is a woman. And zero of our seven board members COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL are women (more on this below). I am embarrassed that we are part of the problem.4 Ward made a commitment to having Carta become part of the solution, not the problem, and pledged to add a woman to the company?s Board of Directors. 6. As it turned out, Carta?s purported commitment to gender equity, to eradicating inequality, and creating a truly fair and democratic distribution of wealth was lip service, not reality. The ?one? female executive referred to by Mr. Ward was Ms. Kramer. Yet, during her time with the company, Carta paid Ms. Kramer less than similarly-situated males, gave her less equity than similarly-situated males, repeatedly refused to give her promotions while less quali?ed men were promoted, subjected her to sexist and subjective criticism about her ?style? and her attitude (despite objectively excellent performance), and subjected her to increasingly hostile, sexist harassment in response to her complaints of sex discrimination. 7. The sex discrimination and retaliatory abuse culminated in Carta?s CEO Henry Ward haranguing Ms. Kramer during a one-on-one meeting in which he repeatedly called her an ?asshole,? said ?no one likes you? and claimed that she had gotten a ?pass? because she was a woman. After months of Mr. Ward failing and refusing to respond to Ms. Kramer?s complaints of discrimination and unequal treatment, Mr. Ward?s unprofessional, insulting, and demeaning behavior was the last straw, and left Ms. Kramer with'no choice but to leave the company. II. PARTIES 8. Plaintiff Emily Kramer (hereinafter ?Kramer?) is currently a resident of ALAMEDA County, California. 9. Upon information and belief, Defendant Carta, Inc. is a company, business form unknown, whose place of business is San Francisco, California. According to Carta?s website, ?With over 15,000 companies, more than 900,000 investors, law ?rms, and employees on our platform, and a commitment to transparency and quality in equity?we?re breaking the mold on how capital markets operate.? 10. Upon information and belief, Defendant eShares, Inc. (DBA Carta, Inc.) is the sole 4 See 3 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL owner of Carta Inc., and does business as Carta, Inc., and there is a complete identity of interests between the two companies. 11. Defendants Carta, Inc. and eShare, Inc. (DBA Carta, Inc.) are hereinafter referred to as ?Carta.? 12. In addition to the Defendants named above, Plaintiff sues ?ctitiously Defendants DOES 1 through 10, inclusive, pursuant to Code of Civil Procedure 474, because their names, capacities, status, or facts showing them to be liable are not presently known. Plaintiff is informed and believes, and thereon alleges, that each of the ?ctitiously named Defendants is responsible in some manner for the occurrences herein alleged, and such Defendants caused Plaintiff?s damages as herein alleged. Plaintiff will amend this complaint to show their true names and capacities, together with appropriate charging language, when such information has been ascertained. JURISDICTION AND VENUE 13. This Court has jurisdiction over Plaintiff?s claims pursuant to California Govemment Code 12965. 14. Venue is proper in this Court pursuant to California Government Code 12965 because Kramer worked in, and but for the unlawful conduct alleged herein, would have continued to work in San Francisco County, California. IV. EXHAUSTION OF ADMINISTRATIVE REMEDIES 15. On or about July 16, 2020, Kramer ?led a timely charge of discrimination and retaliation with the Department of Fair Employment and Housing The DFEH issued a right-to?sue letter on this charge on July 16, 2020. A copy of the complaint and notice of right-to-sue is attached hereto as Exhibit A. V. FACTUAL ALLEGATIONS 16. Kramer is a well-educated and accomplished professional. She graduated magna cum laude from Tufts University in 2006 with a Bachelor of Arts in Economics and Art History. After working for several years, Kramer attended Harvard Business School, where she received a Masters in Business Administration in 2011. 17. Prior to joining Carta, Kramer led marketing teams at Asana, Inc., Ticket?y, Inc. (now 4 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL subsidiary of Eventbrite), and Astro Technology, Inc. (which was acquired by Slack Technologies, Inc. shortly after Kramer?s departure). 18. In January 2018, Kramer was offered a position at Carta as Vice President of Growth (at that time, Carta called its marketing department the ?Growth? department so Kramer?s position was equivalent to Vice President of Marketing). She was offered a starting salary of $225,000 and options on 150,000 shares of Carta stock, which vested over five years. She was also told that she would be a member of the Executive Team if she joined the company. - 19. Before accepting the job offer, Kramer sent an email to Henry Ward the Chief Executive Of?cer of Carta, indicating that she believed that both the salary and stock offer were inadequate given her experience and the compensation paid for comparable positions at comparable companies. Her email of January 21, 2018 to Ward states: ?In comparing my offer to another offerI have on the table, as well as my understanding of market value, the offer is coming in a bit lowi?r than my expectations, particularly on the equity side.? 20. A few days later, Ward told Kramer that the compensation paid to all employees at her level at Carta was equal and it would be ?unfair? if she were paid more. Ward also told her that Carta planned to conduct a company-wide review of salary and stock options later in the year. Kramer understood this statement to mean that if the reviewed revealed that she was being underpaid, her compensation package would be adjusted. And, Ward offered her a $25,000.00 signing bonus. 21. Despite her concerns about the compensation package offered by Carta, Kramer decided to accept the offer because she believed in Carta?s mission, she wanted to contribute to its bold goals of making equity compensation more equal and democratic, and she believed that her experience in building marketing teams at other SaaS companies (Asana, Ticket?y, Astro) was relevant to the job. She began working for Carta in February of 201 8. 22. On information and belief, the total compensation paid to employees at the Vice President and executive levels at Carta were not equal; in fact, male employees at the executive level who had less experience than Kramer received higher total compensation. 23. From the time that she joined Carta until two weeks before she was terminated, Kramer was the only woman on the company?s Executive Team, despite the fact that approximately eighteen 5 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL people cycled through the Executive Team during her tenure, as there were at various times vacancies in the positions of Chief Operating Of?cer, Chief Revenue Of?cer, Chief Technology Of?cer, Chief Product Of?cer, Chief People Officer, as well as the Chief Legal/Compliance role, among others. The failure to add more diversity to the Executive Team concerned Kramer, particularly in light of Carta?s public commitments to equality and diversity. 24. Kramer excelled at her job as VP of Marketing. Under her leadership, she created and built a market-leading brand, helped (approximately) quadruple the company?s annual recurring revenue, and established a marketing department of more than two dozen people (from an initial team of just three people). Moreover, her effective leadership contributed to her success at Carta four people who joined her team were people Kramer worked with at three previous companies, and four other people were internal transfers from other teams at Carta. Finally, while turnover at Carta was extremely high, attrition on Kramer?s team was one of the lowest in the company, with only two of the people that Kramer hired voluntarily leaving the company (one to attend law school). At no time during her employment with Carta did Kramer receive a written performance review from her manager, Ward, nor was she ever given any written documentation suggesting that her performance was substandard. 25. In the summer of 201 8, Carta completed its company-wide review of compensation. Carta posted an article on its public blog explaining the process that was used to adjust equity in order to ?build a fairer, more data-driven process.?5 The internal analysis done by Carta made it clear that equity was not distributed appropriately and that women had received less equity than men: At this point [after analyzing equity grants], we con?rmed Henry?s [Ward?s] suspicions that we didn?t consistently distribute equity in a data?driven way in the past. We had gotten this right for most, but not all, of our employees. So we gave ?x-it grants to the employees who were below the 50th percentile in equity compensation. 40% of the women at Carta received an equity fix, compared to 32% of the men; overall, this affected about 35% of the company. While we can?t go back and change how we initially granted equity, we can work to close the gender gap in equity-based compensation now and in the future.6 26. As a result of this company-wide review of compensation, Kramer?s salary was 5 See 6 See (Emphasis added). 6 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL increased from $225,000 to $275,000. And, in addition to the 150,000 stock options that she was originally granted (which had a 5 year vesting period), Kramer was granted 'another 298,380 stock options over a 4 year vesting period, which was tantamount to an admission that her original grant of stock options was less than one-third of what she should have been given. However, Carta did not make the compensation increase retroactive nor did Carta change the vesting schedule to accord with the four-year schedule attached to the additional compensation, which meant that for the first six months of her tenure at Carta, Kramer was and continued to be -- underpaid. On information and belief, the size of the increase in Kramer?s compensation was greater than the increase to comparably situated men, con?rming that Kramer?s original concerns with being underpaid were accurate. 27. After receiving the new equity grant and salary increase, Kramer asked whether Carta could make the equity grant retroactive, so that the additional 298,380 shares of stock would begin vesting in February 2018, when she joined the company. Kramer pointed out that the fix-it grants revealed that women had been compensated unfairly as compared to men. Carta refused to make the stock option grant retroactive. 28. During the summer of 2018, after having her request for retroactive pay rejected, Kramer learned that Ward had excluded her from participating in the interview process for the Chief Revenue Of?cer position, a process in which Kramer should have been involved. Kramer complained about this to Ward and also pointed out that it was concerning that there were no women in the interview process. 29. One of the major initiatives that Kramer spearheaded at Carta was a report on the equity gap between men and women at venture-backed companies. In the summer of 2018, as Kramer was preparing for the release of the ?rst report on the gender gap in employee equity, she talked to Ward about the complete lack of women on Carta?s Board of Directors and Executive Team. Ward told her that he intended to remedy the situation by appointing a woman to the Board. 30. On September 17, 2018, Carta released a report on the equity gap at venture-backed companies.7 - 31. The next day, in a blog post on Mediumcom, Ward publicly discussed the equity gap 7 See COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL Silicon Valley and at Carta: Women own 9% of employee and founder equity in Silicon Valley. Men own the other 91%. Women make up 35% of equity holding employees but own just 20% of the equity. And it starts at the beginning female founders are 13% of all founders but they hold 6% of founder equity. Unfortunately, Carta is not an exception. Only 30% of our 400 employees are women. One member of our executive team is a woman. And zero of our seven board members are women (more on this below). I am embarrassed that we are part of the problem.8 32. In order to address the ?problem,? Ward announced a series of steps that Carta was taking in order to ?be part of the solution.? The steps included adding a woman to the Board of directors: California is on the verge of mandating that public companies have at least one female independent. We will add our first female independent director by the end of the year. I think other startups should follow suit. For any all-male board, with ?ve or more directors, one board member should step down to make room for a female independent.9 33. Despite this announcement, Carta did not add a woman to its Board of Directors in 2018. By the time that Kramer was constructively discharged in November 2019, Carta still had not added a woman to its Board of Directors. Based upon publicly available information, as of July 17, 2020, Carta still did not have a woman on its Board of Directors. 34. In mid-2018, there was an off-site meeting attending by members of the Executive Team, including Ward/During the meeting, Kramer was running an exercise about ?branding,? a fundamental element of marketing. A male, C-level employee at the meeting, who was not a marketer by trade or experience, repeatedly interrupted Kramer and eventually took over the exercise, refusing to let Kramer continue to lead. This experience was humiliating for Kramer and robbed her of the ability to perform her job and continue developing her professional skills. After the meeting, Kramer went to talk to Ward, saying that the C-level employee - who, like all other (E-level employees, was a man - was rude and demeaning to her, and explained that she believed his conduct was gender-related and that he wouldn?t have behaved in that way if she were a man. Ward responded that he hadn?t noticed the situation and was dismissive of Kramer. 8 See 9 See 8 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL around early January 2019, Kramer learned that Ward had been excluding her and her team from meetings and conversations regarding product launches, which were projects on which the participation of marketing personnel was essential. Kramer complained to Ward that the marketing team should be involved in the planning and execution of all product launches. 36. In or around April or May 2019, during an offsite in Napa with Ward and the rest of the Executive Team, Kramer remarked to the Executive Team that she was concerned about the lack of gender and racial diversity on the Executive Team and at Carta in general. Kramer said she found the lack of diversity shameful and embarrassing, particularly given the company?s extemal-facing work on remedying the gender equity gap in compensation. Despite Kramer raising these concerns, Carta did not make any concrete changes to increase, or even encourage, greater diversity in hiring practices. 37. Shortly after the Napa meeting, Kramer learned that Ward and others had excluded her and her team from the preparation of pitch materials for a Series fundraising round. This was highly concerning to Kramer, as the marketing team should have been involved in the planning and execution of all branded materials. Moreover, once Kramer learned about the Series campaign, she saw that Ward and Sumeet Gajri, the Chief Strategy Of?cer (?Gajri?), had been using the wrong brand materials, and had included a slide in the pitch deck that referred to the movement from slavery to feudalism to wages and included an illustration of enslaved people working in the ?elds. She found the slide highly offensive and expressed concern about it both to Ward and to the Human Resources department. Despite her concerns, the pitch deck was never changed for fundraising or the internal presentation to all Carta employess, and Kramer was reprimanded by Ward for attempting to remove this slide from the pitch deck for a large tech conference. 38. A few weeks before Kramer was hired by Carta as the Vice President of Marketing, a white male was hired by Carta as Head of Recruiting (which implied of Recruiting?). The VP of Recruiting, like Kramer, sat on the Executive Team. 39. On information and belief, the VP of Recruiting (who is approximately six years younger than Kramer) had worked in recruiting but did not have any experience in running a human resources department or at a Software as a Service (SaaS) company. In contrast, Kramer had experience in running a marketing team and more than a decade of experience working at SaaS 9 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL companies or agencies serving them. Moreover, unlike Kramer, the VP of Recruiting did not have a post-graduate degree. Nevertheless, on information and belief, the base salary paid to the VP of Recruiting at the time he; joined Carta was higher than the salary paid to Kramer, and the number of stock options granted to the VP of Recruiting at the time of hire was greater than the number of stock options granted to Kramer. 40. In the spring of 2019, the VP of Recruiting, who was on the Executive Team with Kramer, was promoted to Chief People Of?cer (he had been promoted to Head of People from Head of Recruiting in the previous year). He had received two promotions in just over a year at Carta. 41. [Upon learning that the VP of Recruiting had been promoted, Kramer went to talk to him about how the promotion had come about and if she should talk to Ward about her promotion. The VP of Recruiting suggested that Kramer should speak to Ward if she was interested in a promotion, that he believed she was quali?ed to be promoted, and that Ward would have a positive response. 42. Following this advice, in or around May or June of 2019, Kramer asked Ward if she could be promoted to Senior Vice President or Chief Marketing Of?cer, as nearly all of the Executive Team members held SVP or C-Level titles and she was performing at or above these individuals in terms of responsibilities and achievements. In seeking the promotion, Kramer explained that, just like the VP of Recruiting, she had built out her department and had been successful at the company. In response, Ward told Kramer that he was offended that she would ask about a promotion. Ward also told her that she ?wasn?t even close,? and ?had a long way to go? due to her ?style.? Ward also told her that while she was among the ?ve smartest people at the company and had built a strong team, she was not likeable enough. He said Kramer did not ?get along with the other members of the Executive Team like they got along with each other.? At that time, and until two weeks before her departure from the company, all of the other executives were men. Ward did not make any suggestions for improvement, nor did he tell Kramer what she needed to do in order to get a promotion. Kramer found Ward?s remarks about her ?style? and her likeability offensive and sexist. 43. On information and belief, Ward did not give any other members of the Executive Team critical feedback about their likeability or ?style? at any time. On information and belief, the other members of the Executive Team, all of whom were male, were given promotions and titles in 10 COMPLAINT FOR DAMAGES AND DEMAND FOR IURY TRIAL accordance with their objectively measurable achievements, not on the basis of Ward?s subjective perceptions of their personalities. 44. After Ward refused Kramer?s request for a promotion, Ward began ignoring Kramer and excluding her from meetings and conversations in which she should have been involved. For instance, Kramer leamed that a journalist had been investigating a story regarding Carta. Kramer and her team should have been involved in determining press strategy. Yet Kramer was excluded from meetings regarding press strategy and Carta executives spoke to the press without Kramer?s knowledge. .2 45. In or around August 2019, Kramer had a one-on-one meeting with Chief Strategy Of?cer Gajri, in which Gajri told Kramer he assumed'she didn?t like him because he was a ?Trump supporter? and ?because you?re gay.? Kramer found this comment offensive. On other occasions, Gajri had also made inappropriate and sexist cements to Kramer, such as referring to his pleasure in having a Wife who liked to stay home and raise lots of children. Kramer complained to Ward and HR about Gajri?s sexist comments. 46. When Gajri learned Kramer had complained about him, he and his team began . excluding Kramer and her team from meetings. Kramer then complained to Ward and to HR that she was being excluded by Gajri?s team impairing her ability to do her job yet no action was taken. 47. Shortly after the Gajri meeting, Kramer again went to talk to Ward about being promoted. Ward again told Kramer that she was not ready to be promoted and suggested that she should meet with the Chief Marketing Officer at a large technology company, because she might be a good mentor, as she is a woman who had the same type of ?direct? style as Kramer. Ward also told Kramer that he was willing to mentor her and directed her to send him weekly reports which they could discuss. 48. Following this August meeting, Ward contacted the CIVIC at the large technology company and arranged for her to have a meeting with Kramer. They met. After the meeting, Kramer told Ward that she had enjoyed the meeting with the CMO andhe replied that he was thinking of asking her to become an advisor to Carta. On information and belief, Ward never invited the CMO to become an advisor to Carta. 11 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL 49. Kramer, who continued to believe she was entitled to a promotion to the SVP or level given that her achievements were on par with or better than those of the rest of the Executive Team, most of whom carried SVP or titles, provided weekly reports to Ward, as per his request, via a shared document. In the document, Kramer outlined the challenges that she was facing. However, Ward never made any comments in the shared document, never made any effort to mentor her, never gave her advice about improving her performance, never told her what she needed to do in order to be promoted, and never promoted her. 50. Given her success in leading the marketing department but the company?s refusal to provide her with a title concomitant with those of the men on the Executive Team, and given what the salary and equity audit had revealed, Kramer became confident in her belief that she was being treated unequally to the men at Carta. Concerned about what she believed were gender disparities, Kramer once again talked to Ward about the differential treatment between men and women, and the company?s lack of diversity and inclusion efforts. When Kramer talked to Ward about problems she was having with some members of the Executive Team (all of whom were men), Ward told her that the problem was actually her ?style,? and that she needed to ?teach? other executives, including on the. use of sales software or other tools needed to do their work. Kramer felt like Ward was talking down to her and was gaslighting her, all in an effort to ignore or trivialize her experiences. On information and belief, Ward never made comments about the ?style? of the male executives or instructed them to ?teach? others. 51. In addition to raising concerns about her treatment as a woman, during her time at Carta Kramer expressed concerns several times about the lack of racial diversity at the executive level, pointing out that there were no Black nor Latinx individuals on the Executive Team and very few at the level of vice president. 52. Soon after Kramer joined Carta, a group of angel investors approached the company to determine whether Carta (using data gathered from companies that use Carta?s platform) would be willing to assist in conducting a study to determine whether there was a ?gap? in the amount of equity granted to men and women at venture-backed companies. The investors asked Ward and Kramer in a meeting if they would help analyze the ?gap table? by analyzing the existence (or non-existence) of 12 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL gender equity gaps .1 Ward asked Kramer if she wanted to work with the angel investors on the project, and if she was interested in leading the effort. Kramer said that she was interested in working on, and the leading, the project. 5 3. Kramer, working with data at Carta, drove the creation of a gender equity gap report (called ?The Gap Table? a play on the essential term ?Capitalization Table? or ?Cap Table? coined by the investment group) as well as the marketing plan for publicizing the information that was gathered. The goals were: 1) to have Carta champion the cause of fairness in equity and provide another data point for the industry?s ?wage gap? discussions; 2) to build Carta?s leadership on important issues in equity management; and 3) to create demand for Carta?s software as the preferred solution for equity management. The report was released by Carta in September 2018 and garnered more than 50 press mentions, including feature stories in WSJ, Fortune, and Bloomberg. 54. Building on the success of the 2018 report and given the level of the public interest in the ?rst gender equity gapstudy, Kramer proposed that Carta release a follow-up report in 2019. She called the initiative and study ?Table Stakes? another creative play on the industry?s important terms. Once again, Kramer was re3ponsible for spearheading the creation and release of the report; Kramer also achieved buy?in from Ward that the report could be distributed in conjunction with the launch of an initiative designed to encourage start-ups to take af?rmative steps to eliminate the equity gap. Ward approved the project but did not want to be as involved as the prior year where he participated in press interviews. Kramer was excited and passionate about the project and cause. However, she did feel a signi?cant burden as she was spearheading this large diversity effort, as the only wOman on the Executive Team or Board, with little help from other Carta leaders. 55. The 2019 Table Stakes report was released in conjunction with an event held at Fort Mason on November 4, 2019. On the day of the event, Carta sent out press release, written by Kramer, that explained the purpose of the Table Stakes Initiative: At Carta, we think fair equity is table stakes for any venture-backed company. A signi?cant amount of wealth is created from company ownership, and today?s employees are the founders and investors of tomorrow?meaning the impact of unfair equity practices is widespread. With over 13,000 companies and 800,000 equity holders on our platform, Carta is uniquely positioned to analyze private company ownership?and the gender equity gap. Much like the gender salary gap, the average woman equity holder on Carta cap tables 3 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL holds less equity than the average man equity holder. 56. The Table Stakes event was an enormous success. Nearly 400 people were in attendance and Speaking on stage, including representatives from in?uential venture capital ?rms (such as Freestyle Capital, Menlo Ventures, and Backstage Capital) and a number of female founders (such as the founders from Poshmark, Winnie, and Squad App). 5 7. Kramer led the event and delivered a 20 minute presentation in which she discussed some of the ?ndings re?ected in the Equity Gap report - that in 2019 women owned 49 cents for every dollar men owned, and male founders represented 6.5% of equity owners, but owned 64% of all equity. In trying to explain the meaning of the ?equity gap,? she said: Often when I say there?s an equity gap, people say, oh of course, there are fewer women in tech. . .That?s true, but that?s not what we mean by the gap. What we mean by the gap is that. . .the percent of women [in our study] does not match the percent of equity that they own. 10 58. In an effort to encourage change, Kramer also noted that ?[t]he impact of the gender gap ripples through our economy, and it is going to continue to perpetuate itself if we don?t close the gap?sall 59. The Table Stakes event and report were featured in articles in the financial press and tech publications, in which Kramer was interviewed by the press and quoted. For example, in an article in Bloomberg, Kramer said ?As wealth goes up, the percentage of millionaires who are women go down because they are not CEOs, CFOs or founders.?12 She also commented on the importance of both diversity and inclusion, ?It?s not a matter of getting in the door, [Table Stakes] is also about advising employees on how to avoid a WeWork situation [wherejearly employees did not received any 60. On November 15, 2019, less than two weeks after Table Stakes event, Kramer met with Ward for a one-on?one meeting. During the course of the meeting, Ward and Kramer discussed the 10 See See 17' See silicon-valley?are?men. 13 See silicon-vallev-are-men. 14 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL success of the Table Stakes event and Ward asked how she intended to move forward with the Table Stakes Initiative. Then, inexplicably, Ward?s tone and comments abruptly changed. Ward told Kramer that they had a ?problem? which was that Kramer was ?in violation of a ?no asshole policy.?? Ward?s accusation that Kramer was an ?asshole? was the culmination of Ward?s increasingly hostile attacks on Kramer?s personality and ?style,? all of which stood in striking contrast to Ward?s treatment of the male employees. Kramer found it incredibly inappropriate and offensive for her boss, the CEO, to call her an ?asshole,? let alone to so do on the heels of her having launched a successful initiative. 61. Based upon her experience at Carta, she knew that there were numerous people at the company who behaved badly and she told Ward that it did not, in fact, seem that Carta had a ?no assholes? policy. To illustrate her point, Kramer said that such behavior was regularly tolerated in men, including Gajri (who had- previously made comments about Kramer?s gender and sexuality). Ward ignored this. He continued to repeatedly call Kramer an ?asshole? for the next thirty minutes, and then continued his attacks on her personality and likability. He said she was not a ?kind? person and that she was ?like an alcoholic who needed to admit her problem and have a full-scale recovery from being an asshole.? Kramer felt humiliated, saddened, and increasingly distressed as Ward?s attacks continued and got worse. 1 62. Ward went on to say that Kramer had gotten ?passes? because she is a woman. Ward went on to once again attack Kramer?s ?style? and likeability. He said ?no one wants tb work with you.? Kramer, offended and hurt, reSponded that this was clearly untrue, that many of the people on her team had Worked with her at previous companies and others had internally transferred to her team at Carta, which meant that they preferred to work with her.'Kramer asked for examples of who had a problem working with her. Ward refused to identify anyone who did not like working with her or cite speci?c incidents, but claimed that, although people on her team liked to work with her, no one else liked to work with her (an apparent reference to the all-male Executive Team). As the meeting ended, Ward told her that she should come back to him next week and admit that she was ready for ?recovery? or leave the company. 63. Kramer found Ward?s comments to be sexist and deeply disturbing. She believed them to be likely motivated by Ward?s dislike for Kramer?s gender and/or Kramer?s repeated attempts to get 1 5 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL 1.11-Carta to remedy its sexist culture. Ward?s attack was once again striking to Kramer in that Ward never criticized the style, personality, or likeability of her male colleagues and had instead focused on the results that they achieved. 64. Ward?s sexist, hostile, and cruel verbal attack on Kramer was shocking, humiliating, and dispiriting to Kramer, particularly following her success at the Table Stakes event. 65. Ward?s behavior towards Kramer in their meeting on November 15, 2019 was the ?nal straw. After almost two years of suffering gender discrimination at Carta and being retaliated against for attempting to advocate both for herself and for gender parity in general, Ward?s insulting, profanity-liced outburst made it clear to Kramer that Ward was not capable of continuing to work with her in even a minimally professional manner. Ward?s behavior was calculated to force Kramer to resign from the company, as directly terminating her would have been a public relations disaster for the company following Kramer?s role in the Table Stakes event and given the lack of women and diversity on the Executive Team and Board of Directors. 66. Ward?s behavior towards Kramer over the course of her employment, his refusal to promote her, his hostility towards her when she complained of gender discrimination, and his repeatedly calling her an ?asshole? and excoriating her in a sexist manner for her style and for alleged likeability problems left Kramer with no choice but to end her employment. 67. Two-days later, on Sunday, November 17, 2019, Kramer sent an email to Ward, explaining that his comments had resulted in her constructive termination: Henry, Our conversation on Friday started by you congratulating me on the massive success of table stakes. So it was a surprising when it quickly shifted to a conversation of me being in violation of a ?no asshole policy? - a ?policy? that has never been clearly stated or communicated Then, in our meeting Friday you said, ?I?m concerned that for such a talented person, you have no idea how not to be an asshole.? If there was a performance issue or question about my character, I expect professional delivery of feedback with concrete specifics, rather than asking me to talk through de?nitions of being an asshole and you ?comparing assholes to alcoholics?. It was implied and/or stated that I was disingenuous, unemphatic [sic], and not kind at my core. This is emotionally hurtful and will continue to be. The situation did not show empathy to me. It was not kind or fair. While I am not perfect, I?ve been a strong leader at Carta. As the only female member of the executive team during my tenure (until just last week) and as the only openly queer member for most of my tenure - thi6s has not been easy. While I have felt it 1 COIVIPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL 43bchallenging to be heard or seen across the leadership team, I?ve caused meaningful change in growth, our brand, and our culture of talking about .diversity. In addition, my team has grown from 3' to 27 and I?ve been deeply involved in hiring many go to market leaders. I ?nd it troubling that after I broadly communicated about fair equity practices to a predominately male company last Wednesday during ?show and tell? and at external speaking engagements over the last 3 weeks, I received generalized feedback 2 days later that I am an asshole.? Telling me I?ve received ?passes because I am a woman in the past? also felt particularly unexpected. I don?t see a path forward at Carta; I feel forced to resign. It?s unfortunate we are in this place. I was eager to begin work on our brand project, positioning projects, and efforts that converge our network and build more community. I?m deeply saddened by this outcome. This is not how I wanted my Carta story to end. . . . 68. Ward immediately responded by email (within ~8 minutes of sending the email, in which he did not dispute that she had been forced to resign and did not dispute her characterization of his comments. He wrote, ?I?m sorry to hear that Emily. But I understand. . . I?m sorry it ended this way too. Hopefully we can both learn from it.? 69. Following her constructive termination by Carta, Kramer received numerous texts and emails from her colleagues at Carta, thanking her for the contributions that she had made and expressing deep disappointment that she was leaving the company, including: You'll no doubt hear this a lot over the coming days and weeks, but I will add my voice to the chorus: you are a true. leader and a phenomenal professional, and I am so very glad that our paths were aligned for a time. You are already missed - by me and so many others. -Senio?r colleague on another business team I was incredibly heartbroken to hear the news that you left Carta. I know the company is grieving and so am I. You are such a role model for me. Your leadership style is authentic and unapologetically you. That resonates with me and inspires me. I feel silly now to never have said that to you while you were still here. I can't imagine everything you've been through at Carta, but it could not have been easy. -Director in organization Hey Emily - so sad to hear you?re moving on You were a ray of sunshine for us when things were quite cloudy and I?ll sincerely miss working with you. H0ping we get to again at some point. All the best on your next adventure. You?ll be missed. -Manager on a business team, with 4+ year tenure at Carta To come to an incredibly talented team that's [sic] was led by a badass queer woman who drove -,in the [short-time] that I've been here - such important and impactful work means a lot to me now. I just wanted to let you know that it has meant the world to me to work on your team, and continue to work on the team you built. -Marketing team member 17 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL VI. FIRST CAUSE OF ACTION Discrimination Based on Gender In Violation of California Fair Employment and Housing Act Gov. Code ?12940(a)] 70. Plaintiff re-alleges and incorporates by reference the foregoing, as though fully set forth herein. 7 71. At all times material to this complaint, Plaintiff was an employee within the meaning of the FEHA. 72. Defendants are employers within the meaning of the FEHA. 73. It is an unlawful employment practice for an employer to discriminate against an employee, including failing to promote an employee, paying an employee less than comparable employees of the opposite sex, or terminating an employee, because of her gender. 74. The above-described actions and omissions of Defendants constitute discrimination based on gender, in violation of the FEHA, in that Defendants failed to promote Plaintiff, failed to pay her comparably with male employees, and constructively terminated her, all on account of her gender (female). 1 75. As a direct and further proximate result of the above Violations of her rights, Plaintiff has suffered damages in the form of past and ?iture wage loss, other pecuniary losses, and emotional distress in an amount to be proven at trial. 76. As a result of Defendants? unlanul acts, Plaintiff is entitled to compensatory damages, equitable relief, attorneys? fees and costs. 77. Defendants did the acts alleged herein maliciously, fraudulently, and oppressively, and/or with the wrongful intention of injuring Plaintiff, and/or with conscious, disregard of the rights and. safety of Plaintiff, and/or with an improper and evil motive amounting to malice. Plaintiff is thus entitled to recover punitive damages from Defendants in an amount according to proof. WHEREFORE, Plaintiff requests relief as set forth below. VII. SECOND CAUSE OF ACTION Retaliation in Violation of California Fair Employment and Housing Act [Cal. Gov. Code ?12940(h)] 78. Plaintiff re-alleges and incorporates by reference the foregoing, as though fully set forth 18 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL herein. 79. At all times material to this complaint, Plaintiff was an employee within the meaning of . the FEHA. 80. Defendants are employers within the meaning of the FEHA. 81. Plaintiff engaged in protected activity by complaining of gender discrimination to Defendants on multiple occasions. Plaintiff also engaged in protected activity by complaining of racial discrimination to Defendants on multiple occasions. 82. Following Plaintiff?s protected activity, Defendants took adverse employment actions against Plaintiff, including but not limited to failing to promote Plaintiff, failing to provide equal compensation to Plaintiff, interfering with Plaintiffs ability to do her job, subjecting Plaintiff to a hostile work environment, and constructively terminating Plaintiff 5 employment. 83. Plaintiff? protected activity was a substantial motivating reason for Defendants? retaliatory conduct. 84. Plaintiff was banned. 85. Defendants? retaliatory adverse employment actions against Plaintiff were a substantial factor in causing Plaintiff harm. 86. As a direct and further proximate result of the above violations of her rights under the FEHA, Plaintiff has suffered damages in the form of past and future wage loss, other pecuniary losses, and emotional distress in an amount to be proven at trial. 87. As a result of Defendants? unlawful acts, Plaintiff is entitled to compensatory damages, equitable relief, attorneys? fees, and costs. 88. Defendants did the acts alleged herein maliciously, fraudulently, and oppressively, and/or with the wrongful intention of injuring Plaintiff, and/or with conscious disregard of the rights and safety of Plaintiff, and/or with an improper and evil motive amounting to malice. Plaintiff is thus entitled to recover punitive damages from Defendants in an amount according to proof. WHEREFORE, Plaintiff requests relief as set forth below. 19 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL THIRD CAUSE OF ACTION Retaliation in Violation of the California Labor Code [Ca1. Lab. Code 1102.5] 89. Plaintiff re-alleges and incorporates by reference the foregoing, as though fully set forth herein. 90. Plaintiff was an employee within the meaning of the Labor Code. 91. Defendants were Plaintiffs employer. 92. Defendants believed that Plaintiff had disclosed to employees with authority to investigate, discover, or correct legal violations that Defendants were engaging in gender discrimination, equal pay violations, racial discrimination, and harassment on the basis of gender. 93. . Plaintiff had reasonable cause to_ believe that the discrimination, harassment, and unequal pay she reported violated state, local, or federal laws, rules, or regulations. 94. Defendants took adverse employment action against Plaintiff, including but not limited to failing to promote Plaintiff, failing to provide equal compensation to Plaintiff, interfering with Plaintiff?s ability to do her job, subjecting Plaintiff to, a hostile work environment, and constructively terminating Plaintiff?s employment. 95. Plaintiff?s disclosure of information she believed to indicate violations of the law to Defendants was a contributing factor in Defendants? decision to terminate Plaintiffs employment and take other adverse employment actions against her. 96. Plaintiff was harmed. 97. Defendants? conduct was a substantial factor in causing Plaintiff?s harm. 98. As a result of Defendant?s unlawful acts, Plaintiff is entitled to compensatory damages, equitable relief, attorneys? fees, and costs. 99. Defendants did the acts alleged herein maliciously, fraudulently, and oppressively, and/or with the wrongful intention of injuring Plaintiff, and/or with conscious disregard of the rights and safety of Plaintiff, and/or with an improper and evil motive amounting to malice. Plaintiff is thus entitled to recover punitive damages from Defendants in an amount according to proof. WHEREFORE, Plaintiff requests relief as set forth below. 20 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL IX. FOURTH CAUSE OF ACTIQE Wrongful Termination in Violation of Public Policy 100. Plaintiff re-alleges and hereby incorporates by reference the foregoing paragraphs, as though fully set forth herein. 101. Plaintiff was employed by Defendants. 3 102. During the course of her employment with Defendants, Ward (in his capacity as CEO of Carta), repeatedly criticized Plaintiffs style, refused to mentor or promote her, refused to take any action to address her complaints of discriminatory treatment, and repeatedly called her an ?asshole,? all in an effort to force her to resign. 103. Defendants also failed and refused to pay Plaintiff comparably with similarly situated male employees. 104. These working conditions and requirements were so intolerable that a reasonable person in Plaintiffs position would have had no reasonable alternative except to resign. 105. Defendants? actions in constructively terminating Plaintiff under the circumstances alleged herein violate the fundamental policies of the State of California embodied, among elsewhere, in the California Government Code Section 12940, et seq. 106. Defendants? conduct in constructively terminating Plaintiff under these circumstances constitutes a wrongful termination in violation of public policy. 107. As a result of Defendants? conduct, Plaintiff has suffered, and continues to suffer, damages in the form of past and ?future wage loss, other pecuniary losses, and emotional distress in an amount to be proven at trial. A 108. As a result of Defendants? unlawful acts, Plaintiff is entitled to compensatory damages and costs. 109. Defendants did the acts alleged herein maliciously, fraudulently, and oppressively, and/or with the wrongful intention of injuring Plaintiff, and/or with conscious disregard of the rights and safety of Plaintiff, and/or with an improper and evil motive amounting to malice. Plaintiff is thus entitled to recover punitive damages from Defendants in an amount according to proof. WHEREFORE, Plaintiff requests judgment as set forth below. 21 . COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL FIFTH CAUSE OF ACTION Discrimination in Payment on Basis of Sex Lab. Code 1197.5] 110. Plaintiff re-alleges and hereby incorporates by reference the foregoing paragraphs, as though fully set forth herein. 111. Defendants employed Plaintiff and one or more members of the opposite sex who performed substantially similar work under similar working conditions. 112. Plaintiff was paid a lower wage than the members of the opposite sex who were performing substantially similar work under similar working conditions. 113. Defendants did the acts alleged herein willfully. 114. Because of Defendants? unlawful acts, Plaintiff is entitled to the amount of wages, and interest thereon, of which she was deprived by reason of the violation, as well as an equal amount as liquidated damages. 115. Because of Defendants? unlawful acts, Plaintiff is entitled to compensatory damages, equitable relief, attorneys? fees and costs. WHEREFORE, Plaintiff requests relief as set forth below. XI. SIXTH CAUSE OF ACTION Failure to Prevent Harassment, Discrimination, or Retaliation Gov. Code ?12940(k)] 116. Plaintiff re-alleges and incorporates by reference the foregoing, as though fully set forth herein. 117. At all times material to this complaint, Plaintiff was an employee within the meaning of the FEHA. 118. Defendants are employers within the meaning of the EHA. 119. Cal. Govt. Code 12940 requires employers to take all reasonable steps necessary to prevent discrimination, retaliation, and harassment from occurring. 120. As set forth above, Plaintiff was subjected to discrimination on the basis of her gender (female). 121. Defendants failed to take all reasonable steps to prevent discrimination and/or harassment from occurring. 22 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL 122. As a direct and further proximate result of the above violations of her rights, Plaintiff has suffered damages in the form of past and future wage loss, other pecuniary losses, and emotional distress in an amount to be proven at trial. 123. As a result of Defendants? unlawful acts, Plaintiff is entitled to compensatory damages, equitable relief, attorneys? fees, and costs. 124. Defendants did the acts alleged herein maliciously, fraudulently, and oppressively, and/or with the wrongful intention of injuring Plaintiff, and/or with conscious disregard of the rights and safety of Plaintiff, and/or with an improper and evil motive amounting to malice. Plaintiff is thus entitled to recover punitive damages from Defendants in an amount according to proof. WHEREFORE, Plaintiff requests relief as set forth below. PRAYER FOR RELIEF WHEREFORE, Plaintiff requests judgment against Defendants as follows: 1. Compensatory damages on all causes of action; 2. Punitive damages on the First, Second, Third, Fourth and Sixth Causes of Action; 3. Liquidated damages with respect to the Fifth Cause of Action; 4. Attorneys? fees with respect to the First, Second, Third, Fourth and Sixth Causes of Action; 5. Costs of suit; 6. For such other and further relief as the Court deems just and proper. DATED: July 20, 2020 LEVY VINICK BURRELL HYAMS LLP SHARON R. VINICK Attorneys for Plaintiff Emily Kramer 23 COMPLAINT FOR DAMAGES AND DEMAND FOR IURY TRIAL GONG Plaintiff hereby demands a trial by jury for each and every claim for which she has a right to jury trial. DATED: July 20, 2020 DEMAND FOR JURY TRIAL LEVY VINICK BURRELL HYAMS LLP By: .Amawa; SHARON R. VINICK Attorneys for Plaintiff Emily Kramer 24 COMPLAINT FOR DAMAGES AND DEMAND FOR JURY TRIAL EXHIBIT A i e55 Co 5 GAVINN GOV 0 EVIN 8 ID ECTOR DEPARTMENT OF FAIR EMPLOYMENT HOUSING 2218 Kausen Drive, Suite 100 Elk Grove I CAI 95758 (800) 884-1684 (Voice) I (800) 700~2320 (TN) California's Relay Service at 711 Email: contact.center@dfeh.ca.gov July 16, 2020 Sharon Vinick 180 Grand Ave., Suite 1300 Oakland, California 94612 RE: Notice to Complainant?s Attorney DFEH Matter Number: 202007-10686615 Right to Sue: Kramerl Carta et al. Dear Sharon Vinick: Attached is a copy of your complaint of discrimination filed with the Department of Fair Employment and Housing (DFEH) pursuant to the California Fair Employment and Housing Act, Government Code section 12900 et seq. Also attached is a copy of your Notice of Case Closure and Right to Sue. Pursuant to Government Code section 12962, DFEH will not serve these documents on the employer. You must serve the complaint separately, to all named respondents. Please refer to the attached Notice of Case Closure and Right to Sue for information regarding ?ling a private lawsuit in the State of California. A courtesy "Notice of Filing of Discrimination Complaint" is attached for your convenience. Be advised that the DF EH does not review or edit the complaint form to ensure that it meets procedural or statutory requirements. Sincerely, Department of Fair Employment and Housing ?1315 QE CAL, EQBNIA Business ansume: ?emjg?? and Agency GAVIN NEWSOM QQEEBNQB DEPARTMENT OF FAIR EMPLOYMENT HOUSING KEVIN 0 HECTOR 2216 Kausen Drive, Suite 100 I Elk Grove CA 95758 (800) 884-1684 (Voice) I (800) 700-2320 (l W) California's Relay Service at 711 Email: contact.center@dfeh.ca.gov July 16, 2020 RE: Notice of Filing of Discrimination Complaint DFEH Matter Number: 202007-10686615 Right to Sue: Kramer] Cartaet al. To AllRespondent(s): Enclosed is a copy of a complaint of discrimination that has been filed with the Department of Fair Employment and Housing (DFEH) in accordance with Government Code section 12960. This constitutes service of the" complaint pursuant to Government Code section 12962. The complainant has requested an authorization to file a lawsuit. This case is not being investigated by DFEH and is being closed immediately. A copy of the Notice of Case Closure and Right to Sue is enclosed for your records. Please refer to the attached complaint for a list of all respondent(s) and their contact information. No response to DFEH is requested or required. Sincerely, Department of Fair Employment and Housing 8 OF OR A iness erServ' nd 0 i 9 cv GAVIN NEWSOM GOVERNOR DEPARTMENT OF FAIR EMPLOYMENT HOUSING KEVIN K.SH.DRECT0R 2218 Kausen Drive. Suite 100 Elk Grove CA 95758 (800) 884-1684 (Voice) (800) 700-2320 (TN) California's Relay Service at 711 Email: contact.center@dfeh.ca.gov July 16, 2020 Emily Kramer RE: Notice of Case Closure and Right to Sue DFEH Matter Number: 202007-10686615 Right to Sue: Kramer Carta et al. Dear Emily Kramer, This letter informs you that the above-referenced complaint was filed with the Department of Fair Employment and Housing (DFEH) has been closed effective July 16, 2020 because an immediate Right to Sue notice was requested. DFEH will take no further action on the complaint. This letter is also your Right to Sue notice. According to Government Code section 12965, subdivision a civil action may be brought under the provisions of the Fair Employment and Housing Act against the person, employer, labor organization or employment agency named in the above-referenced complaint. The civil action must be filed within one year from the date of this letter. To obtain a federal Right to Sue notice, you must contact the US. Equal Employment Opportunity Commission (EEOC) to file a complaint within 30 days of receipt of this DFEH Notice of Case Closure or within 300 days of the alleged discriminatory act, whichever is earlier. Sincerely, Department of Fair Employment and Housing COMPLAINT OF EMPLOYMENT DISCRIMINATION BEFORE THE STATE OF CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING Under the California Fair Employment and Housing Act (Gov. Code, 12900 et seq.) In the Matter of the Complaint of Emily Kramer DFEH No. 202007-10686615 Complainant, vs. Carta 333 Bush Street, Suite 2300 San Francisco, California 94104 eShares, Inc. (dba Carta, Inc.) 333 Bush Street, Suite 2300 San Francisco, California 94101 Respondents 1. Respondent Carta is an employer subject to suit under the California Fair Employment and Housing Act (FEHA) (Gov. Code, 12900 et seq.). 2. Complainant Emily Kramer, resides in the City of Oakland State of California. 3. Complainant alleges that on or about November 17, 2019, respondent took the following adverse actions: Complainant was discriminated against because of complainant's sex/gender and as a result of the discrimination was forced to quit, denied hire or promotion, denied equal pay, denied work opportunities or assignments. Complainant experienced retaliation because complainant reported or resisted any form of discrimination or harassment, participated as a witness in a discrimination or harassment complaint and as a result was forced to quit, denied hire or promotion, denied equal pay, denied work opportunities or assignments. Additional Complaint Details: In January 2018, Kramer was offered a position at Carta as Vice President of Growth (aka Vice President of Marketing). She was -1- Complaint DFEH No. 202007-10686615 Date Filed: July 16, 2020 offered a starting salary of $225,000 and Options on 150,000 shares of Carta options, which vested over five years. And, she was told that she would be a member of the Executive Team if she joined the company. Before accepting the job offer, Kramer sent an email to Henry Ward the Chief Executive Officer of Carta, indicating that she believed that both the salary and stock offer was inadequate given her experience and compensation paid for comparable positions at comparable companies. Despite her concerns about the compensation package offered by Carta, Kramer decided to accept the offer and began working for Carta in February 2018. On information and belief, the total compensation paid to employees at the Vice President and executive levels at Carta were not equal; in fact, male employees at the executive level who had less experience that Kramer received higher total compensation. At no time during her employment with Carta did Kramer receive a performance review from her manager, Ward, nor was she even given any written documentation suggesting that her performance was substandard. Following a company wide review of compensation in late 2018, Kramer?s salary was increased from $225,000 to $275,000. And, in addition to the 150,000 stock options that she was originally given over a 5 year vesting period, Kramer was given another 298,380 stock options over a 4 year vesting period, which was tantamount to an admission that her original grant of stock options was less than one-third of what she should have been given. A few weeks before Kramer was hired by Carta as the Vice President of Marketing, the company hired a white male as Head of Recruiting On information and belief, the man hired did not have any experience in running a human resources department or at a Software as a Service (SaaS) company. In contrast, Kramer had experience in actually running a marketing team and had a post-graduate degree. On information and belief, the base salary paid to this VP at the time he joined Carta was higher than the salary paid to Kramer, and the number of stock options granted to him at the time of hire was greater than the number of stock options granted to Kramer. In the spring of 2019, this VP was promoted to Chief PeOpIe officer (he had been promoted to Head of People from Head of Recruiting in the previous year). Thereafter, Kramer talked to the CEO on numerous occasions about being promoted to Chief Marketing Officer. The CEO repeatedly failed and refused to promote her, telling her that she was not prepared for a promotion, that people did not like working with her, and that there was a problem with her ?style." On information and belief, the CEO never made comments about the style or personality of any of the male executives at the company. -2- Complaint DFEH No. 202007-1 0686615 Date Filed: July 16, 2020 MIN _x _x Despite her success in leading the marketing department, Kramer believed that she was treated less favorably than men at Carta. Concerned about what she believed were gender disparities, Kramer repeatedly talked to the CEO about the differential treatment and lack of diversity and inclusion efforts. In addition to raising concerns about her treatment as a woman, Kramer repeatedly expressed concerns about the lack of racial diversity at the executive level, pointing out that there were no African Americans and no Latinx individuals on the Executive Team and very few at the level of vice president. Neither the CEO nor anyone else at Carta made any efforts to address Kramer?s concerns, nor took any steps to assure that the workplace was free from discrimination. In 2018 and 2019, Kramer spearheaded a project at Carta which was intended to explore and provide public information regarding a perceived ?gap? in the amount of equity granted to men and women at venture-backed companies. Kramer was very successful in heading this project. And, in November2019, she?led a day-long conference entitled ?Table?Stakes,? which was intended to present the company?s findings regarding the equity gap. On November 15, 2019, less than two weeks after Table Stakes event, Kramer met with Ward, the CEO of Carta. During the course of the meeting, Ward told Kramer that she was an asshole, that no one liked working with her, that she was unkind. He also criticized her style and told her that she got a "pass? because she was a woman. Kramer found Ward?s comments to be deeply disturbing, particularly because Ward had never criticized the style of her male colleagues and had instead focused on the results that they achieved. Ward?s behavior was calculated to force her to resign from the company, as directly terminating her would be a public relations disaster for the company following Kramer?s role in the Table Stakes event and the lack of women and diversity on the Executive Team and Board of Directors. Ward?s comments resulted in Kramer?s constructive termination, effective November 17, 2019. Kramer brings claims for the denial of equal pay, failure to promote, retaliation, wrongful termination, all on account of her sex and her complaints about discrimination. Kramer also brings a claim for failure to take all reasonable steps to prevent discrimination. -3- Complaint DFEH N0. 202007?106866 15 Date Filed: July 16, 2020 VERIFICATION l, Sharon R. Vinick, am the Attorney in the above?entitled complaint. I have read the foregoing complaint and know the contents thereof. The matters alleged are based on information and belief, which I believe to be true. On July 16, 2020, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. -4- San Mateo, CA Date Filed: July 16, 2020 Complaint DFEH NO. 202007-1 068661 5 [25. ATTORNEY FOR (Name): Emlly Kramer SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN FRANCISCO STREETADDRESS: 400 McAIlister Street MAILING ADDRESS: 400 McAIlister Street CITYAND ZIP CODE: San Francisco, CA 94102 BRANCH NAME: Civic Center Courthouse . CM-01O ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, eta-re Bar number, and address): Sharon R. Vinick (SBN 129914); Hilary P. Hammell (SBN 291347) COURTUSEONLY Levy Vinick Burrell Hyams LLP Grand Ave., 1300, Oakland, CA 94612 . DHT TELEPHONE NO.: (510) 318-7700 FAX NO. (Opfl'onal): (510) 318?7700 COUNTYP OF a?oat, FRANCISCO JUL 2 II 2020 CASE NAME: Kramer v. Carla, Inc.. et al. CIVIL CASE COVER SHEET Complex Case Designation Unlimited Limited El Counter Joinder I (Amount (Amount . Filed with ?rst appearance by defendant demanded demanded '5 I Rules of Court rule 3 402) exceeds $25,000) $25,000) a' Items 1?6 below must be completed (see instructions on page 2). Medical malpractice (45) Other (23) [3 Fraud (16) Intellectual property (19) Employment Wrongful termination (36) Ill Other employmentl(15) Professional negligence (25) Judicial Review Other tort (35) 1. Check one box below for the case type that best describes this case: Auto Tort Contract Provisionaliy Complex Civil Litigation Auto (22) I: Breach Of (Cal. Rules of Court, rules 3.400-3.403) I: Uninsured motorist (46) Rule 3340 collections (09) CI Antitrust/Trade regulation (03) Other PIIPDIWD (Personal lrijuryIProperty Other collec?ons (09) . I:l Construction defect (10) DamageIWrongful Death) Tort Insurance coverage (18) El Mass tort (4o) Asbestos (04) Other contract (37) [3 Securities litigation (28) El Product liability (24) Real Property Environmentalrl'oxic tort (30) Eminent domain/Inverse condemnation (14) (Other) Tort I: Wrongful 9Vi?ti?n (33) Judgment Business tortlunfair business practice (07) I: Other real PIOPEFIHZGY . Enforcement ofjudgment (20) I: Civil rights (03) Unlawful Detainer Miscellaneous Complaint Defamation (13) ?meld? (31) RICO (27) Residential (32) Drugs (38) Writ of mandate (02) Otherjudicial review (39) Insurance coverage claims arising from the above listed provisionally complex case . Other complaint (not speci?ed above) (42) Miscellaneous Civil Petition CI Asset forfeiture (05) El Partnership and corporate governance (21) El Petition re: arbitration award (11) I: Other petition ("0t speci?ed above) (43) 2. This case is is not factors requiring exceptional judicial management: a. Large number of separately represented parties b. Extensive motion practice raising dif?cult or novel issues that will be time-consuming to resolve c. I: Substantial amount of documentary evidence court - f. Substantial postjudgment judicial supervision 3. Remedies sought (check all that apply):a. IE monetary b. nonmonetary; declaratory or injunctive relief 0. punitive 4. Number of causes of action (specify): 6 5. This case is El is not a class action suit. 6. If there are any known related cases, ?le and serve a notice of related-case. (You may use form CM-015.) Date: July 20, 2020 Sharon R. Vinick complex under rule 3.400 of the California Rules of Court. If the case is complex, mark the d. Large number of witnesses e. Coordination with related actions pending in one or more courts in other counties, states, or countries. or in a federal (TYPE 0R PRll? NAME) (SIGNATURE OF PARTY OR ATTORNEY FOR PARTY) in sanctions. NOTICE - Plaintiff must ?le this cover sheet with the ?rst paperl f' led In the action or proceeding (except small claims cases or cases ?led Under the Probate Code, Family Code, or Welfare and Institutions Code). (Cal. Rules of Court, rule 3 .220) Failure to ?le may result - File this cover sheet in addition to any cover sheet reqdired by local court rule. . If this case is complex under rule 3.400 et seq. of the California Rules of Court. you must serve a copy of this cover sheet on all other parties to the action or proceeding. - Unless this' Is a collections case under rule 3.740 or a complex case, this cover Sheet will be used for statistical purposes only. Page 1 of 2 Form Adopted for Mandatory Use . Cal. Rules of Court, rules 2.30, 3.220, 3.400-3.403. 3.740; Judicial Council of Califomia CIVIL CASE COVER SHEET Cal. Standards of Judicial Administration, std. 3.10 CM-010 [Rev. July 1, 2007] a; INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET Cit-010 To Plaintiffs and Others Filing First Papers. If you are ?ling a ?rst paper (for example. a complaint) in a civil case, you must complete and ?le, along with your ?rst paper, the Civil Case Cover Sheet contained on page 1. This information w?l be used to compile statistics about the types and numbers of cases ?led. You must complete items 1 through 6 on the sheet. In item 1, you must check one box for the case type that best describes the case. If the case ?ts both a general and a more speci?c type of case listed in:item 1. check the more speci?c one. If the case has multiple causes of action, check the box that best indicates the primary cause of action. To assist you in completing the sheet, examples of the cases that belong under each case type in item 1 are provided below. A cover sheet must be ?led only with your initial paper. Failure to ?le a cover sheet with the first paper ?led in a civil case may subject a party, its counsel, or both to sanctions under rules 2.30 and 3.220 of the California Rules of Court. To Parties in Rule 3.740 Collections Cases. A "collections case? under rule 3.740 is de?ned as an action for recovery of money owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in which property, services. or money was acquired on credit. A collections case does not include an action seeking the following: (1) tort damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of attachment. The identi?cation of a case as a rule 3.740 collections case on this form means that it will be exempt from the general time-for-service requirements and case management rules, unless a defendant ?les a responsive pleading. A rule 3.740 collections case will be subject to the requirements for service and obtaining ajudgment in rule 3.740. To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the case is complex. It a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated by completing the appropriate boxes in items 1 and 2. It a plaintiff designates a case as complex, the cover sheet must be served with the complaint on all parties to the action. A defendant may ?le and serve no later than the time of its ?rst appearance a joinder in the plaintiff's designation, a counter-designation that the case is not com the case is complex. Auto Tort Auto (22)?Personal Injury/Property DamageNVrongtuI Death Uninsured Motorist (46) (if the case involves an uninsured moton'st claim subject to arbitration, check this item instead of Auto) Other (Personal Injury! Property DamagelWrongful Death) Tort Asbestos (04) Asbestos Property Damage Asbestos Personal lnjuryl Wrongful Death Product Liability (not asbestos or toxic/environmental) (24) Medical Malpractice (45) Medical Malpractice- Physicians Surgeons Other Professional Health Care Malpractice Other (23) Premises Liability slip - and fall) Intentional Bodily! assault, vandalism) Intentional Intiiction of Emotional Distress Negligent In?iction of Emotional Distress Other (Other) Tort Business Tort/Unfair Business Practice (07) Civil Rights discrimination, false arrest) (not civil harassment) (08) Defamation slander, libel) (13) Fraud (16) Intellectual Property (19) Professional Negligence (25) Legal Malpractice Other Professional Malpractice (not medical or legal) Other Tort (35) Employment Wrongful Termination (36) other Employm?nt (15) CM-010 [Rev. July 1, 2007] CASE TYPES AND EXAMPLES Contract Breach of Contractharranty (06) Breach of RentallLease Contract (not unlawful detainer or wrongful eviction) Contract/Warranty Breach?Seller Plaintiff (not fraud or negligence) Negligent Breach of Contractl Warranty Other Breach of Contractharranty Collections money owed. open book accounts) (09) Collection Case?Seller Plaintiff Other Promissory Note/Collections Case Insurance Coverage (not provisionally complex) (18) Auto Subrogation Other Coverage Other Contract (37) Contractual Fraud Other Contract Dispute Real Property Eminent Condemnation (14) Wrongful Eviction (33) Other Real Property quiet title) (26) Writ of Possession of Real Property Mortgage Foreclosure Quiet Title Other Real Property (not eminent domain, landlord/tenant, or foreclosure) Unlawful Detainer Commercial (31) Residential (32) Drugs (38) (if the case involves illegal drugs, check this item; othenrvise, report as Commercial or Residential) Judicial Review Asset Forfeiture (05) Petition Re: Arbitration Award (1 1) Writ of Mandate (02) Writ?Administrative Mandamus Writ?Mandamus on Limited Court Case Matter Writ?Other Limited Court Case Review Other Judicial Review (39) Review of Health Officer Order Notice of Appeal-Labor Appeals CIVIL CASE COVER SHEET plex, or, if the plaintiff has made no designation, a designation that Provisionally Complex Civil Litigation (Cal. Rules of Court Rules 3.400-3.403) Antitrust/Trade Regulation (03) Construction Defect (10) Claims Involving Mass Tort (40) Securities Litigation (28) Environmental/Toxic Tort (30) Insurance Coverage Claims (arising from provisionally complex case type listed above) (41) Enforcement of Judgment Enforcement of Judgment (20) Abstract of Judgment (Out of County) Confession of Judgment (non- domestic relations) Sister State Judgment Administrative Agency Award (not unpaid taxes) PetitionlCerli?cation of Entry of Judgment on Unpaid Taxes Other Enforcement of Judgment Case Miscellaneous Civil Complaint RICO (27) Other Complaint (not specified above) (42) Declaratory Relief Only Injunctive Relief Only (non- harassment) Mechanics Lien Other Commercial Complaint Case (non-tort/non-complex) Other Civil Complaint (non-tort/non-complex) Miscellaneous Civil Petition Partnership and Corporate Governance (21) Other Petition (not specified above) (43) Civil Harassment Workplace Violence Elder/Dependent Adult Abuse Election Contest Petition for Name Change Petition for Relief From Late Claim Other Civil Petition Page 2 of 2