Braze Inc

This management proposal requests a non-binding, advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement (a standard 'say-on-pay' vote). Management seeks shareholder endorsement to confirm that its pay-for-performance program—comprised of base salary, an annual performance-based cash bonus tied to corporate Net CARR and Non-GAAP operating income, and long-term equity (RSUs and PSUs) with service and performance vesting—aligns executives’ incentives with stockholder value. The compensation committee retained an independent consultant, used a peer group benchmark, and structured PSUs to pay out only upon rigorous revenue and Non-GAAP operating income targets (with a cap at 200% of target), while also implementing stock ownership guidelines and recoupment policies to mitigate risk-taking. The board recommends a FOR vote and notes that the vote is advisory; the board and compensation committee will nevertheless take the outcome into account when designing future programs. Contextually, the company reported strong revenue growth and certified PSU achievement at 200% for fiscal 2026, which materially impacted executive equity realizations and is relevant to stockholders evaluating pay outcomes. Investors may evaluate this proposal on whether the disclosed pay mix, performance metrics, and realized pay outcomes appropriately reward long-term value creation and prudent risk management. While the vote does not bind the board, a strong against vote could prompt the board and compensation committee to revisit design features, targets, or disclosure. The proposal is typical governance practice and gives shareholders a direct signal on executive compensation philosophy and implementation.

This management proposal asks shareholders to authorize an amendment adding Article VIII to the company’s certificate of incorporation to exculpate officers from monetary liability for breaches of the fiduciary duty of care to the fullest extent permitted by the DGCL, while preserving exceptions for breaches of loyalty, acts not in good faith or involving intentional misconduct or knowing violations of law, transactions conferring improper personal benefit, and claims brought by or in the right of the company. Management and the nominating and corporate governance committee argue the change is a routine alignment with recent statutory reforms in Delaware and with practices adopted by other Delaware corporations, intended to help attract and retain qualified senior officers by reducing personal liability exposure for ordinary-care breaches. The amendment is explicitly prospective, protecting officers only for acts or omissions after the amendment becomes effective, and contains a savings clause preserving prior protections for pre-amendment conduct. From a governance perspective, the proposal balances officer protection against accountability by preserving core exceptions (e.g., duty of loyalty, bad faith and self-dealing), but it does narrow private monetary remedies for certain duty-of-care claims that historically have been rare in practice. Supporters will emphasize reduced litigation risk and improved recruiting/retention; critics may view the change as further limiting shareholder remedies and reducing deterrents against negligent oversight. The board believes stockholder interests are served through improved talent retention and by discouraging frivolous lawsuits that impose costs on the company. The proposal requires approval by a majority of outstanding shares and, if approved, will become effective upon filing with the Delaware Secretary of State; the board retains discretion to abandon implementation prior to filing even if stockholders approve.