Independent
Tenure on this board
5.1 yrs
Also a director at
Riskified Ltd (RSKD)
3 nominees · 3 ballot items.
Elect three Class III directors (Jennifer Ceran, Chano Fernández, Susan St. Ledger); approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
Elect three nominees—Jennifer Ceran, Chano Fernández, and Susan St. Ledger—as Class III directors to hold office until the 2029 annual meeting (plurality vote).
A non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, tables, and narrative).
This management proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed compensation for its named executive officers (the 'say-on-pay' vote). Management seeks this approval to confirm stockholder support for its compensation philosophy, which emphasizes market-competitive base pay, performance-driven annual cash bonuses tied to revenue and non-GAAP operating income, and long-term equity incentives designed to align executives with long-term shareholder value. The Compensation Committee reports robust governance processes, including independent committee oversight, use of an independent compensation consultant, a defined peer group, stock ownership guidelines, a clawback policy, and recent enhancements for 2026 such as introducing performance stock units (PSUs) and increasing target bonus opportunities to strengthen pay-for-performance alignment. Contextually, 2025 was a strong operational year—32% revenue growth, improved margins, and strategic product launches—which management uses to justify its pay outcomes and the design of incentive metrics. The board emphasizes that the vote is advisory and that it will consider the outcome when setting future compensation, noting prior strong stockholder support and active engagement (the 2025 say-on-pay passed with approximately 99.80% approval and management conducted outreach representing ~35% of outstanding shares). The Compensation Committee also exercised negative discretion on 2025 bonus payouts (reducing funding to 87.3% of target) to align payouts with broader employee outcomes, and the company has adapted its long-term award mix (adding ~30% PSUs for 2026 awards) to increase performance-linkage. While management presents this proposal as consistent with market practice and governance safeguards, shareholders should note the large equity grants and hybrid service-/performance-based structures introduced for new senior hires (notably the Co-CEO’s performance-weighted package), the advisory nature of the vote, and the potential for future adjustments based on the shareholder response. In sum, the proposal seeks endorsement of the disclosed pay program as a validation of the Company’s governance and pay-for-performance approach, and the Board recommends a FOR vote because it believes the program supports retention, aligns incentives with strategic goals, and reflects stockholder feedback and market best practices.
Ratify Deloitte & Touche LLP as Klaviyo’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SUMMIT PARTNERS L P | 6.3% | 18,852,778 | $367M |
| 2 | Capital International Investors | 3.9% | 11,703,859 | $228M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 7,531,915 | $147M |
| 4 | Whale Rock Capital Management LLC | 2.3% | 6,825,206 | $133M |
| 5 | FMR LLC | 2.1% | 6,329,308 | $123M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 6,162,720 | $120M |
| 7 | MORGAN STANLEY | 1.6% | 4,742,949 | $92M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.5% | 4,562,888 | $89M |
| 9 | Sands Capital Alternatives, LLC | 1.2% | 3,649,678 | $71M |
| 10 | FMR LLC | 1.1% | 3,403,912 | $66M |
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