Independent
Tenure on this board
4.6 yrs
7 nominees · 3 ballot items.
Elect one Class II director (David Sze) for a three‑year term; ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and approve, on a non‑binding advisory basis, the compensation of the company’s named executive officers (say‑on‑pay).
Elect David Sze as a Class II director to serve a three‑year term expiring at the 2029 annual meeting.
Ratify the Audit and Risk Committee’s appointment of Ernst & Young LLP as Nextdoor’s independent registered public accounting firm for the year ending December 31, 2026.
Non‑binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion & Analysis, tables and narrative).
This management proposal requests a non‑binding, advisory approval of the company’s named executive officer compensation as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and related tables. Management seeks approval to confirm that its executive pay program — which emphasizes equity‑based long‑term incentives (RSUs and PSUs), limited cash salary, performance‑based bonuses (CEO and CRO), double‑trigger change‑in‑control protections, and clawback/recovery policies — is consistent with stockholder interests and supports retention. The proposal is advisory and not legally binding, but the Board and Compensation and People Development Committee say they will consider the voting outcome when setting future pay. Contextual factors include the company’s 2025 pay decisions: mix of RSUs and PSUs, new‑hire and promotion awards (notably a sizable CFO inducement and PSUs with multi‑year price‑based hurdles), and the company’s emphasis on revenue and adjusted EBITDA performance metrics. The Board frames the program as aligning executives’ incentives with long‑term stock price appreciation and retention, citing the use of PSUs tied to multi‑year stock price CAGR targets and RSU boxcar structures to provide runway. Management also notes governance safeguards (independent compensation committee and consultant, stock ownership guidelines, clawback policy, and prohibition on hedging) intended to mitigate excess risk and align pay with performance. Key shareholder considerations include the non‑binding nature of the vote, the material size and structure of recent awards (especially inducement and promotion grants), and potential dilution from equity plans; activists or large holders may focus on PSU hurdles, severance/change‑in‑control protections, and realization outcomes. The Board’s recommendation to vote FOR is justified by management as reflecting the program’s alignment with strategy, competitiveness for talent, and responsiveness to prior stockholder feedback (99% support in 2025), but investors evaluating the proposal should weigh the mix of retention versus performance pay, the transparency of performance targets, and the company’s historical pay‑for‑performance record when forming an independent view.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 9,673,479 | $14M |
| 2 | BlackRock, Inc. | 2.2% | 8,410,617 | $12M |
| 3 | Bond Capital Management, LP | 2.2% | 8,355,605 | $12M |
| 4 | BlackRock, Inc. | 2.1% | 7,823,641 | $11M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 1.9% | 7,106,548 | $10M |
| 6 | STATE STREET CORP | 1.5% | 5,665,807 | $8M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 4,604,147 | $6M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.0% | 3,816,938 | $5M |
| 9 | Quinn Opportunity Partners LLC | 0.9% | 3,390,954 | $5M |
| 10 | Qube Research Technologies Ltd | 0.9% | 3,303,037 | $5M |
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