Filed by the Registrant | | | ☒ |
Filed by a Party other than the Registrant | | | ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to § 240.14a-12 |
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | To elect three Class III directors: William Magnuson, David Obstler, and Tara Walpert Levy, each to hold office until our Annual Meeting of Stockholders in 2027. |
2. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
3. | To ratify the selection by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. |
4. | To conduct any other business properly brought before the Annual Meeting. |
| | By Order of the Board of Directors | |
| | ||
| | Susan Wiseman General Counsel and Secretary |
• | You may submit questions and comments electronically through the meeting portal during the Annual Meeting. |
• | Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments. |
• | Please direct all questions to William Magnuson, our Chief Executive Officer. |
• | Please include your name and affiliation, if any, when submitting a question or comment. |
• | Limit your remarks to one brief question or comment that is relevant to the business of the Annual Meeting. |
• | Questions may be grouped by topic by our management. |
• | Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. |
• | Be respectful of your fellow stockholders and Annual Meeting participants. |
• | No audio or video recordings of the Annual Meeting are permitted. |
• | Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone or by completing and returning a printed proxy card that you may request or that we may elect to deliver separate from the Notice prior to the Annual Meeting to ensure your vote is counted. |
• | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. Further instructions will be provided to you as part of your registration process. |
• | Proposal 1: To elect three Class III directors: William Magnuson, David Obstler and Tara Walpert Levy, each to hold office until our Annual Meeting of Stockholders in 2027; |
• | Proposal 2: To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement; and |
• | Proposal 3: To ratify the selection by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. |
• | Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote (1) online during the Annual Meeting or (2) in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy card that you may request or that we may elect to deliver separate from the Notice prior to the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy. |
• | To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/BRZE2024, starting at 2:00 p.m., Eastern Time, on Thursday, June 27, 2024. The webcast will open 15 minutes before the start of the Annual Meeting. |
• | To vote in advance of the Annual Meeting through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time, on June 26, 2024 to be counted. |
• | To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time, on June 26, 2024 to be counted. |
• | To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
• | Beneficial Owner: Shares Registered in the Name of Broker or Bank. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. To vote prior to the Annual Meeting, simply follow the voting instructions in the Notice to ensure that your vote is counted. You may also access and vote at the Annual Meeting by logging in with your control number on your voting instruction form at www.virtualshareholdermeeting.com/BRZE2024. Further instructions will be provided to you as part of your registration process. |
• | Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy in any one of the following ways: |
• | Submit another properly signed proxy card with a later date. |
• | Grant a subsequent proxy by telephone or through the internet. |
• | Send a timely written notice that you are revoking your proxy via email at ir@braze.com. |
• | Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting. |
• | Beneficial Owner: Shares Registered in the Name of Broker or Bank. If you are a beneficial owner and your shares are held in “street name” by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent. |
Proposal Number | | | Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non- Votes |
1 | | | Election of Directors | | | The three nominees receiving the most “FOR” votes will be elected; withheld votes will have no effect. | | | Not applicable | | | No effect |
| | | | | | | | |||||
2 | | | Advisory Vote on the Compensation of our Named Executive Officers | | | This proposal, commonly referred to as the “say-on-pay” vote, must receive “FOR” votes from the holders of shares representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes). Since this proposal is an advisory vote, the result will not be binding on our board of directors. However, our board of directors values our stockholders’ opinions, and our board of directors and the compensation and leadership development committee (the “compensation committee”) will take into account the outcome of the advisory vote when considering future executive compensation decisions. | | | No effect | | | No effect |
| | | | | | | | |||||
3 | | | Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 | | | Must receive “FOR” votes from the holders of shares representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions) | | | No effect | | | Not applicable |
• | Class I directors: Fernando Machado and Phillip Fernandez, whose terms will expire at the Annual Meeting of Stockholders to be held in 2025; |
• | Class II directors: Doug Pepper and Neeraj Agrawal, whose terms will expire at the Annual Meeting of Stockholders to be held in 2026; and |
• | Class III directors: William Magnuson, David Obstler and Tara Walpert Levy, whose terms will expire at our upcoming Annual Meeting of Stockholders. |
Name | | | Age | | | Position |
Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | ||||||
Phillip Fernandez | | | 63 | | | Director |
Fernando Machado | | | 49 | | | Director |
Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | ||||||
Neeraj Agrawal | | | 51 | | | Director |
Doug Pepper | | | 50 | | | Director |
Class III directors for election at the 2024 Annual Meeting of Stockholders | ||||||
William Magnuson | | | 36 | | | Chief Executive Officer and Director |
Tara Walpert Levy | | | 50 | | | Director |
David Obstler | | | 64 | | | Director |
| Board Diversity Matrix | | ||||||||||||
| Total Number of Directors | | | 7 | | |||||||||
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | | | ||||
| Directors | | | 1 | | | 6 | | | | | | ||
| Part II: Demographic Background | | | | | | | | | | ||||
| African American or Black | | | | | | | | | | ||||
| Alaskan Native or Native American | | | | | | | | | | ||||
| Asian | | | | | 1 | | | | | | |||
| Hispanic or Latinx | | | | | 1 | | | | | | |||
| Native Hawaiian or Pacific Islander | | | | | | | | | | ||||
| White | | | | | 4 | | | | | | |||
| Two or More Races or Ethnicities | | | | | | | | | | ||||
| LGBTQ+ | | | 1 | | |||||||||
| Did Not Disclose Demographic Background | | | 1 | |
Name | | | Audit | | | Compensation And Leadership Development | | | Nominating and Corporate Governance |
William Magnuson | | | | | | | |||
Neeraj Agrawal | | | X | | | | | ||
Phillip M. Fernandez | | | | | X* | | | ||
Matthew Jacobson | | | X | | | | | ||
Tara Walpert Levy | | | | | X | | | X* | |
David Obstler | | | X* | | | | | ||
Doug Pepper | | | | | X | | | X |
* | Committee Chairperson |
Name | | | Audit | | | Compensation And Leadership Development | | | Nominating and Corporate Governance |
William Magnuson | | | | | | | |||
Neeraj Agrawal | | | | | | | X | ||
Phillip M. Fernandez | | | X | | | X* | | | |
Fernando Machado | | | | | X | | | ||
Tara Walpert Levy | | | | | X | | | X* | |
David Obstler | | | X* | | | | | ||
Doug Pepper | | | X | | | | |
* | Committee Chairperson |
• | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
• | helping to ensure the independence and performance of the independent registered public accounting firm; |
• | helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
• | reviewing our policies on risk assessment and risk management; |
• | reviewing with management and the independent registered public accounting firm the scope, design, adequacy and effectiveness of internal control over financial reporting, including our information and cyber security systems, and our disclosure controls and procedures; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; |
• | developing procedures for employees to submit concerns confidentially and anonymously about questionable accounting or audit matters; |
• | reviewing related-party transactions; and |
• | approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm. |
• | approving the retention of compensation consultants and outside service providers and advisors; |
• | reviewing and approving, or recommending that our board of directors approve, the employment agreements, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers and other senior management, including evaluating the performance of our Chief Executive Officer and, with his assistance, that of our other executive officers and senior management; |
• | reviewing and approving, or recommending that our board of directors approve, the compensation of our directors; |
• | administering our equity and non-equity incentive plans; |
• | reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives; |
• | reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans; and |
• | reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. |
• | evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; |
• | assist in refining our compensation strategy and in developing and implementing an executive and director compensation program to execute that strategy; and |
• | review our Compensation Discussion and Analysis and other compensation-related disclosure included in our proxy statement for our 2023 Annual Meeting of Stockholders. |
• | identifying, evaluating, and selecting, or recommending that our board of directors approve, nominees for election to our board of directors and its committees; |
• | approving the retention of director search firms; |
• | evaluating the performance of our board of directors, the committees thereof and of individual directors, including overseeing an annual evaluation of the board’s and each committee’s performance; |
• | considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees; |
• | reviewing possible conflicts of interest of our officers and directors; and |
• | evaluating the adequacy of our corporate governance and social responsibility practices and reporting. |
Name | | | Age | | | Principal Position |
William Magnuson | | | 36 | | | Chief Executive Officer and Chairman |
Isabelle Winkles | | | 46 | | | Chief Financial Officer |
Jonathan Hyman | | | 38 | | | Chief Technology Officer |
Myles Kleeger | | | 49 | | | President and Chief Commercial Officer |
Susan Wiseman | | | 65 | | | General Counsel and Secretary |
Name | | | Position(s) |
William Magnuson | | | Chief Executive Officer |
Isabelle Winkles | | | Chief Financial Officer |
Jonathan Hyman | | | Chief Technology Officer |
Myles Kleeger | | | President and Chief Commercial Officer |
Susan Wiseman | | | General Counsel and Secretary |
• | Revenue was $471.8 million, an increase of 33% year-over-year. |
• | Gross margin was 68.7%. |
• | Operating loss was $144.7 million. |
• | Dollar-based net retention for all customers for the trailing 12 months ended January 31, 2024, was 117%, and dollar-based net retention for customers with annual recurring revenue (“ARR”) of $500,000 or more was 120%. |
• | Total customers increased to 2,044 as of January 31, 2024, and 202 of our customers had ARR of $500,000 or more as of January 31, 2024. |
• | We improved the functionality of our platform with the expansion and addition of new artificial intelligence features, known as Sage AI by Braze. |
• | Competitive Base Salaries: After evaluating the competitive positioning of our named executive officers’ base salaries in the context of our overall compensation philosophy, our compensation committee approved base salary increases to more closely align with identified peers and to reflect market practices for similarly-situated public companies. We believe that maintaining competitive base salaries is necessary to attract, motivate, and retain a team of talented and seasoned executives who act as stewards of our mission, values, and strategic objectives. |
• | Challenging Annual Incentive Goals: To promote pay for performance, our named executive officers receive short-term incentives that are tied solely to annual company performance and measured based on |
• | Multi-Year Approach to Equity Incentives: We use long-term incentives in the form of Restricted Stock Units (“RSUs”) to align the interest of our executives with those of our stockholders and discourage risk-taking to achieve short-term gains at the expense of long-term stockholder value creation. In fiscal year 2024, we granted RSUs to our named executive officers with four-year vesting periods. |
What we do | | | What we don’t do |
• Our compensation committee consists solely of independent members of our board of directors. • Our compensation committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. • Our compensation committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for competitive benchmarking purposes. • Our annual performance-based cash bonus opportunities for our named executive officers are dependent upon our achievement of rigorous corporate objectives established each year. • Our named executive officers are eligible for benefits on the same terms as our other full-time employees. • Our work culture fosters a focus on long-term value creation using equity incentives to help executives reach and maintain meaningful levels of individual share ownership. | | | • We do not permit hedging or, except in limited circumstances with requisite board or nominating and corporate governance committee approval, pledging of Braze stock. • We do not offer pension arrangements, retirement plans, significant perquisites or special benefits to our named executive officers that are not available to our other full-time employees. • We do not provide single-trigger vesting acceleration of the equity-based awards granted to our named executive officers upon a change in control. • We do not provide our named executive officers with any excise tax gross-ups. • We do not grant discounted stock options or stock appreciation rights. |
• | Position our compensation packages competitively relative to our peers to attract, retain and motivate top talent; |
• | Provide incentives that motivate and reward achievement of our key performance goals in order to establish and maintain a strong link between pay and performance; |
• | Align our executives’ interests with our corporate performance by linking their performance-based cash incentives to our annual company performance; |
• | Align our executives’ interests with those of our stockholders by using long-term equity incentives to link executive compensation to stockholder value creation; and |
• | Discourage excessive risk taking by using long-term equity incentives and cash incentives tied to company performance to align executive interests with sustainable company success. |
Element | | | Form | | | Purpose | | | Key Features |
Base Salary | | | • Cash (fixed) | | | • Provides stable income for performing job responsibilities. • Attracts and retains top talent. • Designed to ensure that our executive compensation program is competitive relative to companies in our industry and similar to our size and scale. | | | • Reviewed annually and determined by the compensation committee. • Based on a number of factors deemed appropriate by the compensation committee, including (i) individual performance, (ii) company performance, and (iii) reference to market data of and comparison to peer companies. |
| | | | | | ||||
Annual Performance-Based Bonus | | | • Cash (variable) | | | • Rewards achievement on an annual basis of key corporate financial and strategic results that have been identified as drivers for our success. • Aligns short-term cash incentives of management with our stockholders’ interests by linking pay to company performance. | | | • Target amounts reviewed annually and determined by the compensation committee. • Target amounts based upon role and reference to market data of, and comparison to, peer companies. • Bonus outcomes depend upon the achievement of specific corporate performance goals determined and approved by our compensation committee at the beginning of our fiscal year. • Corporate performance goals are designed to align with long-term strategic goals and stockholder value creation. |
| | | | | | ||||
Long-Term Equity Incentives | | | • Equity (variable) | | | • Motivates and rewards for long-term company performance. • Aligns long-term incentives of management and stockholder interests by linking pay to stockholder value creation. • Attracts and retains top talent. | | | • Reviewed annually and determined by the compensation committee. • Individual awards are based on a number of factors deemed appropriate by the compensation committee, including (i) individual performance, (ii) company performance, (iii) reference to market data of and comparison to peer companies, and (iv) the long-term retentive and incentive value of outstanding awards. |
• | compiling a group of peer companies to use as a reference in making executive compensation decisions; |
• | reviewing the competitiveness of current executive pay practices, including base salary, annual cash awards and long-term incentive awards, and considering different compensation programs to aid in making executive pay decisions for our 2024 fiscal year; |
• | assisting with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our named executive officers and other executives; |
• | periodically reviewing and advising on compensation trends, risks and regulatory developments; and |
• | reviewing market and peer group equity usage metrics to assist with understanding of our equity award practices relative to market. |
Amplitude (AMPL) | | | GitLab (GTLB) | | | SEMrush Holdings (SMER) |
Asana (ASAN) | | | Jamf Holding (JAMF) | | | Smartsheet (SMAR) |
BlackLine (BL) | | | JFrog (FROG) | | | Sprinklr (CXM) |
C3.ai (AI) | | | nCino (NCNO) | | | Sprout Social (SPT) |
Confluent (CFLT) | | | PagerDuty (PD) | | | Varonis Systems (VRNS) |
DoubleVerify Holdings (DV) | | | Procore Technologies (PCOR) | | | Workiva (WK) |
EngageSmart (ESMT) | | | Rapid7 (RPD) | | | Zoominfo Technologies (ZI) |
Fastly (FSLY) | | | Samsara (IOT) | | |
• | Company and individual performance |
• | Existing business needs and criticality for future business needs and performance |
• | Scope of job function and skill set |
• | Relative pay among our named executive officers |
• | Need to attract new talent and retain existing talent in a highly competitive industry |
• | The retentive value of unvested equity awards and alignment of executive stock-compensation with long term stockholder value |
• | Range of market data reference points, as described above under “Use of Competitive Market Compensation Data” |
• | Recommendations from Compensia |
Named Executive Officer | | | FY 2023 Base Salary(1) | | | FY 2024 Base Salary(2) |
William Magnuson | | | $450,000 | | | $490,000 |
Isabelle Winkles | | | $400,000 | | | $425,000 |
Jonathan Hyman | | | $370,000 | | | $385,000 |
Myles Kleeger | | | $360,000 | | | $410,000 |
Susan Wiseman | | | $347,500 | | | $365,000 |
(1) | Represents base salaries of our named executive officers as of January 31, 2023, as approved by our compensation committee in February 2022. |
(2) | Represents base salaries of our named executive officers as of January 31, 2024, as approved by our compensation committee in February 2023. |
Named Executive Officer | | | FY 2023 Target Bonus Opportunity (% of Base Salary) | | | FY 2024 Target Bonus Opportunity (% of Base Salary) | | | FY 2024 Target Bonus Opportunity ($) | | | FY 2024 Actual Bonus Earned |
William Magnuson | | | 100% | | | 100% | | | $490,000 | | | $480,690 |
Isabelle Winkles | | | 60% | | | 60% | | | $255,000 | | | $250,155 |
Jonathan Hyman | | | 60% | | | 60% | | | $231,000 | | | $ 226,611 |
Myles Kleeger | | | 100% | | | 100% | | | $410,000 | | | $402,210 |
Susan Wiseman | | | 50% | | | 50% | | | $182,500 | | | $179,523 |
Named Executive Officer | | | Time-Based RSUs (#)(1) | | | Total Fair Value at Grant Date(2) |
William Magnuson | | | 328,081 | | | $10,984,152 |
Isabelle Winkles | | | 149,960 | | | $ 5,020,661 |
Jonathan Hyman | | | 139,731 | | | $ 4,678,194 |
Myles Kleeger | | | 211,333 | | | $ 7,075,429 |
Susan Wiseman | | | 82,272 | | | $ 2,754,467 |
(1) | The RSUs are subject to service based vesting conditions. The shares underlying the RSUs vest in 16 equal quarterly installments beginning on May 15, 2023, subject to the named executive officer remaining in continuous service with us through each such vesting date. |
(2) | Amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers reported under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for our 2024 fiscal year. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
• | the mix of cash and equity compensation; |
• | a balance of short and long-term incentive plan designs with multiple performance measures that emphasize top and bottom-line performance; |
• | our formal policies for equity administration; |
• | our insider trading policy, which prohibits short sales, hedging or similar transactions, derivatives trading and pledging and using Braze securities as collateral; and |
• | the oversight of an independent compensation committee. |
Name and Principal Position | | | Fiscal Year | | | Salary ($)(1) | | | Stock Awards ($)(2) | | | Options Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) |
William Magnuson Chief Executive Officer | | | 2024 | | | 490,000 | | | 10,984,152 | | | — | | | 480,690 | | | 5,521 | | | 11,960,363 |
| 2023 | | | 450,000 | | | — | | | — | | | 211,500 | | | 5,324 | | | 666,824 | ||
| 2022 | | | 350,000 | | | — | | | 28,528,500 | | | 461,000 | | | 3,048 | | | 29,342,548 | ||
| | | | | | | | | | | | | | ||||||||
Isabelle Winkles Chief Financial Officer | | | 2024 | | | 425,000 | | | 5,020,661 | | | — | | | 250,155 | | | 5,437 | | | 5,701,253 |
| 2023 | | | 400,000 | | | — | | | — | | | 112,800 | | | 5,288 | | | 518,088 | ||
| 2022 | | | 400,000 | | | — | | | 3,879,600 | | | 137,813 | | | 3,048 | | | 4,420,461 | ||
| | | | | | | | | | | | | | ||||||||
Jonathan Hyman Chief Technology Officer | | | 2024 | | | 385,000 | | | 4,678,194 | | | — | | | 226,611 | | | 5,292 | | | 5,295,097 |
| 2023 | | | 370,000 | | | — | | | — | | | 104,340 | | | 5,266 | | | 479,606 | ||
| 2022 | | | 307,500 | | | — | | | 7,843,500 | | | 257,095 | | | 3,048 | | | 8,411,143 | ||
| | | | | | | | | | | | | | ||||||||
Myles Kleeger President and Chief Customer Officer | | | 2024 | | | 410,000 | | | 7,075,429 | | | — | | | 402,210 | | | 5,552 | | | 7,893,191 |
| 2023 | | | 360,000 | | | — | | | — | | | 169,200 | | | 5,259 | | | 534,459 | ||
| 2022 | | | 328,750 | | | — | | | 7,843,500 | | | 419,350 | | | 3,048 | | | 8,594,648 | ||
| | | | | | | | | | | | | | ||||||||
Susan Wiseman General Counsel and Secretary | | | 2024 | | | 365,000 | | | 2,754,467 | | | — | | | 179,523 | | | 5,359 | | | 3,304,349 |
| 2023 | | | 347,500 | | | — | | | — | | | 81,663 | | | 5,251 | | | 434,414 | ||
| 2022 | | | 316,000 | | | — | | | 2,660,850 | | | 189,171 | | | 3,048 | | | 3,169,069 |
(1) | Salary amounts represent actual amounts paid during the relevant fiscal year. See “—2024 Fiscal Year Executive Compensation Program—Base Salary” above. |
(2) | Amounts reported represent the grant date fair value of the RSUs granted under our 2021 Plan in the 2024 fiscal year, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year. These amounts do not reflect the actual economic value that may be realized by the named executive officer. See “—2024 Fiscal Year Executive Compensation Program—Equity Awards” above. |
(3) | Amounts reported represent the grant date fair value of stock options granted to our named executive officers during the relevant fiscal year reported under our 2011 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs stock options reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
(4) | Amounts reported represent annual performance-based cash bonus awards earned by the named executive officer based on the achievement of certain company goals and the individual’s target bonus amount. 2024 fiscal year bonus awards were paid in March 2024, based on the achievement of the company objectives set in the first quarter of 2024 fiscal year. See “—2024 Fiscal Year Executive Compensation Program—Annual Performance-Based Cash Bonus Program” above. |
(5) | Amounts shown represent life insurance premiums and 401(k) contributions paid by us on behalf of our named executive officers. |
Name | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Number of Shares of Stock or Units (#)(2) | | | Grant Date Fair Value of Stock Awards ($)(3) | |||
| Target ($) | | | Maximum ($) | | ||||||||||
William Magnuson | | | — | | | 490,000 | | | 980,000 | | | — | | | — |
| 3/3/2023 | | | — | | | — | | | 328,081 | | | 10,984,152 | ||
Isabelle Winkles | | | — | | | 255,000 | | | 510,000 | | | — | | | — |
| 3/3/2023 | | | — | | | — | | | 149,960 | | | 5,020,661 | ||
Jonathan Hyman | | | — | | | 231,000 | | | 462,000 | | | — | | | — |
| 3/3/2023 | | | — | | | — | | | 139,731 | | | 4,678,194 | ||
Myles Kleeger | | | — | | | 410,000 | | | 820,000 | | | — | | | — |
| 3/3/2023 | | | — | | | — | | | 211,333 | | | 7,075,429 | ||
Susan Wiseman | | | — | | | 182,500 | | | 365,000 | | | — | | | — |
| 3/3/2023 | | | — | | | — | | | 82,272 | | | 2,754,467 |
(1) | The annual performance-based cash bonus program does not provide for threshold amounts (or equivalent items). |
(2) | The RSUs are subject to service-based vesting conditions. The shares underlying the RSUs vest in 16 equal quarterly installments beginning on May 15, 2023, subject to the named executive officer remaining in continuous service with us through each such vesting date. |
(3) | Amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers reported under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
| | Option Awards(1) | | | Stock Awards(1) | ||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Unvested Shares or Units(7) | | | Market Value of Unvested Shares or Units ($)(8) |
William Magnuson | | | 3/12/2019 | | | 599,559 | | | — | | | 3.46 | | | 3/11/2029 | | | | | ||
| | 4/20/2021 | | | 328,125(2) | | | 121,875(2) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 4/20/2021 | | | 359,375(3) | | | 390,625(3) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 3/3/2023 | | | | | | | | | | | 266,567 | | | 14,407,946 | |||||
| | | | | | | | | | | |||||||||||
Isabelle Winkles | | | 2/4/2020 | | | 85,313 | | | — | | | 4.88 | | | 2/3/2030 | | | | | ||
| | 4/20/2021 | | | 24,166(4) | | | 15,834(4) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 4/20/2021 | | | 42,500(5) | | | 77,500(5) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 3/3/2023 | | | | | | | | | | | 121,843 | | | 6,585,614 | |||||
| | | | | | | | | | | |||||||||||
Jonathan Hyman | | | 3/12/2019 | | | 127,199 | | | — | | | 3.46 | | | 3/11/2029 | | | | | ||
| | 4/20/2021 | | | 104,588(2) | | | 40,625(2) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 4/20/2021 | | | 86,250(3) | | | 93,750(3) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 3/3/2023 | | | | | | | | | | | 113,532 | | | 6,136,405 | |||||
| | | | | | | | | | | |||||||||||
Myles Kleeger | | | 12/17/2014 | | | 15,000 | | | — | | | 0.26125 | | | 12/16/2024 | | | | | ||
| | 2/15/2018 | | | 131,449 | | | — | | | 1.6425 | | | 2/14/2028 | | | | | |||
| | 3/12/2019 | | | 128,553 | | | — | | | 3.46 | | | 3/11/2029 | | | | | |||
| | 4/20/2021 | | | 109,375(2) | | | 40,625 (2) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 4/20/2021 | | | 86,250(3) | | | 93,750(3) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 3/3/2023 | | | | | | | | | | | 171,709 | | | 9,280,871 | |||||
| | | | | | | | | | | |||||||||||
Susan Wiseman | | | 3/12/2019 | | | 59,735 | | | — | | | 3.46 | | | 3/11/2029 | | | | | ||
| | 2/4/2020 | | | 56,250(6) | | | 1,875(6) | | | 4.88 | | | 2/3/2030 | | | | | |||
| | 4/20/2021 | | | 21,145(4) | | | 13,855(4) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 4/20/2021 | | | 26,562(5) | | | 48,438(5) | | | 35.01 | | | 4/19/2031 | | | | | |||
| | 3/3/2023 | | | | | | | | | | | 66,847 | | | 3,613,080 |
(1) | All option awards listed in this table were granted pursuant to the 2011 Plan, and all stock awards listed in this table were granted pursuant to the 2021 Plan. |
(2) | The shares underlying these stock options vest in equal monthly installments until February 2025, subject to the named executive officer’s continuous service through each such vesting date. If the named executive officer’s employment is terminated within three months prior to or 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |
(3) | 25% of the shares underlying these stock options vested on February 1, 2023. Thereafter, the remaining shares vest in equal monthly installments until February 2026, subject to the named executive officer’s continuous service through each such vesting date. If the named executive officer’s employment is terminated within three months prior to or 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |
(4) | The shares underlying these stock options vest in equal monthly installments until August 2025, subject to the named executive officer’s continuous service through each such vesting date. If the named executive officer’s employment is terminated within three months prior to or 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |
(5) | 25% of the shares underlying these stock options vested on August 1, 2023. Thereafter, the remaining shares vest in equal monthly installments until August 2026, subject to the named executive officer’s continuous service through each such vesting date. If the named executive officer’s employment is terminated within three months prior to or 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |
(6) | The shares underlying these stock options vested in February 2024. |
(7) | The shares underlying the RSUs vest in 16 equal quarterly installments beginning on May 15, 2023, subject to the named executive officer’s continued service with us. If the named executive officer’s employment is terminated within three months prior to or 12 months following a change of control, then 100% of the RSUs will be immediately accelerated and become vested. |
(8) | Amounts reported are based on the $54.05, which was our closing stock price on January 31, 2024, as reported on Nasdaq, multiplied by the number of unvested RSUs. |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of shares acquired on exercise (#) | | | Value realized on exercise ($)(1) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(2) |
William Magnuson | | | — | | | — | | | 61,514 | | | 2,485,381 |
Isabelle Winkles | | | 59,719 | | | 1,718,306 | | | 28,117 | | | 1,136,029 |
Jonathan Hyman | | | 15,500 | | | 561,893 | | | 26,199 | | | 1,058,527 |
Myles Kleeger | | | 331,810 | | | 14,533,351 | | | 39,624 | | | 1,600,961 |
Susan Wiseman | | | — | | | — | | | 15,425 | | | 623,232 |
(1) | The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
(2) | The value realized on vesting is based on the closing price of our Class A common stock on the date of vesting and does not reflect actual proceeds received. |
Name | | | Benefit Description | | | Termination without cause or for good reason by executive not in connection with a change in control ($)(1) | | | Termination without cause or for good reason by executive in connection with a change in control ($)(2)(3) | | | In connection with a change in control ($) |
William Magnuson | | | Cash severance | | | $490,000 | | | $ 1,470,000 | | | — |
| | Accelerated vesting of equity awards(4) | | | — | | | $24,165,946 | | | — | |
| | Continuation of health benefits | | | $ 23,668 | | | $ 23,668 | | | — | |
| | | | | | | | |||||
Isabelle Winkles | | | Cash severance | | | $212,500 | | | $ 680,000 | | | — |
| | Accelerated vesting of equity awards(4) | | | — | | | $ 8,362,694 | | | — | |
| | Continuation of health benefits | | | $ 17,109 | | | $ 34,218 | | | — | |
| | | | | | | | |||||
Jonathan Hyman | | | Cash severance | | | $192,500 | | | $ 616,000 | | | — |
| | Accelerated vesting of equity awards(4) | | | — | | | $ 8,694,905 | | | — | |
| | Continuation of health benefits | | | $ 17,109 | | | $ 34,218 | | | — | |
| | | | | | | | |||||
Myles Kleeger | | | Cash severance | | | $205,000 | | | $ 820,000 | | | — |
| | Accelerated vesting of equity awards(4) | | | — | | | $ 11,839,371 | | | — | |
| | Continuation of health benefits | | | $ 16,305 | | | $ 32,609 | | | — | |
| | | | | | | | |||||
Susan Wiseman | | | Cash severance | | | $182,500 | | | $ 547,500 | | | — |
| | Accelerated vesting of equity awards(4) | | | — | | | $ 4,834,839 | | | — | |
| | Continuation of health benefits | | | $ 11,834 | | | $ 23,668 | | | — |
(1) | Represents severance benefits, which assumes the named executive officer is terminated without “cause” or resigns for “good reason” outside of the change in control determination period. |
(2) | Represents change in control severance benefits based on a double-trigger arrangement, which assumes the named executive officer is terminated without “cause” or resigns for “good reason” within the change in control determination period. |
(3) | Following a change in control, any payments received by our named executive officers may be reduced to an amount, the higher of either (i) the largest portion of the payments that would result in no portion of the payments being subject to an excise tax under Section 4999 of the Code or (ii) the largest portion, up to and including the total, of the payments, whichever amount, after taking into account all federal, state and local employment taxes, income taxes and such excise tax (all computed at the highest applicable marginal rate), resulting in the named executive officer’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the payments may be subject to the excise tax. If a reduction in payments or benefits constituting “parachute payments” within the meaning of Section 280G of the Code is necessary, so that the payments equal the higher amount described above, reduction will occur in the manner that results in the greatest economic benefit for the named executive officer. |
(4) | All accelerated vesting of equity awards represents acceleration of vesting of unvested, unexercised stock options (without giving effect to any early exercise features of such stock options) outstanding and unvested restricted stock units as of January 31, 2024. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between $54.05, which was our closing stock price on January 31, 2024, as reported on Nasdaq, and the exercise price per stock option multiplied by the number of unvested stock options. The value of accelerated vesting of unvested RSUs is based on the $54.05, which was our closing stock price on January 31, 2024, as reported on Nasdaq, multiplied by the number of unvested RSUs. |
Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) |
Equity plans approved by stockholders | | | 12,385,007 | | | $17.57 | | | 15,194,084 |
Equity plans not approved by stockholders | | | — | | | — | | | — |
(1) | Includes the 2011 Plan and the 2021 Plan, but does not include future rights to purchase Class A common stock under our ESPP, which depend on a number of factors described in our ESPP and will not be determined until the end of the applicable purchase period. |
(2) | The weighted-average exercise price excludes any outstanding restricted stock unit awards, which have no exercise price. |
(3) | Includes the 2021 Plan and ESPP. Stock options or other stock awards granted under the 2011 Plan that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 Plan. |
Fiscal Year | | | SCT Total for CEO ($) | | | Compensation Actually Paid to CEO ($)(1)(2) | | | SCT Average Total for Other NEOs ($)(3) | | | Average Compensation Actually Paid to Other NEOs ($)(2)(3)(4) | | | Value of Initial Fixed $100 Investment Based on: | | | Net (loss) Income ($, in thousands)(6) | | | Revenue ($, in thousands)(7) | |||
| Braze Total Shareholder Return ($) | | | Peer Group Total Shareholder Return ($)(5) | | |||||||||||||||||||
2024 Fiscal year | | | | | | | | | | | | | | | | | ( | | | |||||
2023 Fiscal year | | | | | | ( | | | | | | ( | | | | | | | | ( | | | ||
2022 Fiscal year | | | | | | | | | | | | | | | | | ( | | |
(1) | The following table shows for each Covered Year the adjustments made to the total compensation shown for our CEO, |
Adjustments to Determine CEO Compensation Actually Paid | | | 2024 Fiscal year | | | 2023 Fiscal year | | | 2022 Fiscal year |
SCT total amount | | | $ | | | $ | | | $ |
Less Amounts Reported under “Option Awards” and “Stock Awards” Columns in SCT for the Covered Year | | | $ | | | | | | $ |
Plus Year-end Fair Value of Stock Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | | | $ | | | | | | $ |
Plus Fair Value on Vesting of Stock Option Awards and Stock Awards Granted during Covered Year that Vest during Covered Year | | | $ | | | | | | |
Change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | | | $ | | | $( | | | $ |
Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Stock Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | | | $ | | | $ ( | | | $ |
TOTAL ADJUSTMENTS: | | | $ | | | $( | | | $ |
TOTAL COMPENSATION ACTUALLY PAID: | | | $ | | | $( | | | $ |
(2) | For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and RSUs in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts (as updated for purposes of this disclosure to reflect the relevant dates for purposes of calculating fair value) are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year. |
(3) | The Other NEOs for the 2024 and 2023 fiscal years were Isabelle Winkles, Jonathan Hyman, Myles Kleeger and Susan Wiseman. The Other NEOs for the 2022 fiscal year were Jonathan Hyman and Myles Kleeger. |
(4) | The following table shows for each Covered Year presented the adjustments made to the average of the total compensation shown for the Other NEOs on the SCT to arrive at “compensation actually paid” as reflected on the table above: |
Adjustments to Determine Average Other NEO Compensation Actually Paid | | | 2024 Fiscal year | | | 2023 Fiscal year | | | 2022 Fiscal year |
SCT total amount | | | | | | $ | | | $ |
Less Amounts Reported under “Option Awards” and “Stock Awards” Column in SCT for the Covered Year | | | | | | | | | $ |
Plus Year-end Fair Value of Stock Options Awards and Stock Awards Granted during Covered Year that Remain Unvested as of Year-end | | | | | | | | | $ |
Plus Fair Value on Vesting of Stock Option Awards and Stock Awards Granted during Covered Year that Vest during Covered Year | | | | | | | | | |
Change (positive or negative) in Fair Value from Prior Year-end to Covered Year-end of Stock Option Awards and Stock Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | | | | | | $( | | | $ |
Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Stock Option Awards and Stock Awards Granted Prior to Covered Year that Vested during Covered Year | | | | | | $( | | | $ |
TOTAL ADJUSTMENTS: | | | | | | $( | | | $ |
TOTAL AVERAGE COMPENSATION ACTUALLY PAID: | | | | | $( | | | $ |
(5) | Total Shareholder Return shown in this table utilizes the Nasdaq Computer Index, which is the index included in the stock performance graph required by Item 201(e) of Regulation S-K in this proxy statement. The comparison assumes $100.00 was invested in our Class A common stock and the Nasdaq Computer Index at their respective closing prices on the IPO Date and ending on January 31 of each Covered Year. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the Nasdaq Computer Index. The historical stock price performance of our Class A common stock shown is not necessarily indicative of future stock price performance. |
(6) | Reflects “Net (loss) income” for each Covered Year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net (loss) income” is a GAAP measure. |
(7) | Reflects “ |
(8) | The amount reported in our proxy statement for our 2023 Fiscal Year has been corrected in this proxy statement to resolve an administrative error relating to the fair value calculation of option awards in applicable periods. |
| | January 31, 2024 | | | January 31, 2023 | | | January 31, 2022 | | | IPO Date Closing Price | |
Price of our Class A common stock | | | $ | | | $ | | | $ | | | $ |
• | Braze’s cumulative TSR for each Covered Year |
• | Braze’s Net (loss) income for each Covered Year |
• | Braze’s Revenue for each Covered Year |
Performance Measure | | | What it Measures |
| | Revenue (determined on a consolidated basis) is a GAAP measure reported in our audited financial statements. | |
| | ||
| | Represents the annual recurring revenue of new commercial activity from both existing customers and new customers sold by Braze during the fiscal year (excluding the impact of any one-time implementation and onboarding fees, and the impact of any overage fees or passthrough revenue). | |
| | ||
| | Represents the dollar value of recurring revenue that was renewed with Braze during the fiscal year divided by the total dollars available for renewal during that same period (excluding the impact of any one-time implementation and onboarding fees, and the impact of any overage fees or passthrough revenue). | |
| | ||
| | Represents GAAP operating income (loss) adjusted for stock-based compensation expense, employer taxes related to stock-based compensation, charitable contribution expense, acquisition related expense, amortization of intangible assets and restructuring expense |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | Total ($) |
Neeraj Agrawal | | | 35,045 | | | 249,858 | | | 284,903 |
Phillip M. Fernandez | | | 67,258 | | | 249,858 | | | 317,116 |
Tara Walpert Levy | | | 45,000 | | | 249,858 | | | 294,858 |
Fernando Machado | | | 30,556 | | | 310,866 | | | 341,422 |
David Obstler | | | 50,000 | | | 249,858 | | | 299,858 |
Doug Pepper | | | — | | | — | | | — |
(1) | Amounts reported represent the aggregate grant date fair value of RSUs granted to our non-employee directors during our 2024 fiscal year under the 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year. This amount does not reflect the actual economic value that may be realized by the non-employee directors. |
(2) | As of January 31, 2024, the aggregate number of shares underlying outstanding stock options and unvested RSUs held by each of our non-employee directors was as follows: |
Name | | | Number of Shares Underlying Options | | | Number of Restricted Stock Units |
Neeraj Agrawal | | | — | | | 5,846 |
Phillip M. Fernandez | | | 169,192 | | | 5,846 |
Fernando Machado | | | — | | | 8,462 |
Tara Walpert Levy | | | 73,938 | | | 5,846 |
David Obstler | | | — | | | 13,414 |
Doug Pepper | | | — | | | — |
• | an annual cash retainer of $30,000; |
• | an additional annual cash retainer of $30,000 for service as non-executive Chairperson; |
• | an additional annual cash retainer of $15,000 for service as Lead Independent Director; |
• | an additional annual cash retainer of $10,000 for service as a member of the audit committee, $7,000 for service as a member of the compensation committee and $4,000 for service as a member of the nominating and corporate governance committee; |
• | an additional annual cash retainer of $20,000 for service as Chairperson of the audit committee, $14,000 for service as Chairperson of the compensation committee and $8,000 for service as Chairperson of the nominating and corporate governance committee, each in lieu of the annual cash retainer for service as a member of such committee as described above; |
• | an initial RSU award granted upon a non-employee director’s initial election or appointment to the board of directors, with a value equal to $225,000 as of the date of grant and vesting in three equal annual installments on the first three anniversaries of the date of grant; and |
• | an additional RSU award, granted at each annual meeting of our stockholders, to each non-employee director serving on such date, with a value equal to $175,000 (subject to adjustment as set forth in the compensation policy) as of the date of grant and vesting on the earlier of the first anniversary of the date of grant or the date immediately preceding the date of the following annual meeting of our stockholders. |
| | Fiscal Year Ended January 31, | ||||
| | 2024 | | | 2023 | |
| | (in thousands) | ||||
Audit Fees(1) | | | $2,405 | | | $2,250 |
Audit-related Fees(2) | | | 155 | | | 60 |
Tax Fees(3) | | | 155 | | | — |
All Other Fees(4) | | | 5 | | | 5 |
Total Fees | | | $2,720 | | | $2,315 |
(1) | Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements. |
(2) | Audit-related Fees consist of consultation on matters addressed during the audit or interim reviews, consultation on merger and acquisition matters and services that are normally provided by an independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, including fees for professional services related to consents and review of documents provided in connection with the filing of our Registration Statements on Form S-8 filed during the first fiscal quarter of the fiscal years ended January 31, 2023 and 2024 and with the filing of our Registration Statement on Form S-3 filed during the second quarter of the fiscal year ended January 31, 2024. |
(3) | Tax fees consist of indirect (non-income) tax advisory and compliance services. |
(4) | All other fees consist of publications and other online subscriptions/content. |
• | each of our named executive officers; |
• | each of our directors and director nominees; |
• | all of our executive officers, directors and director nominees as a group; and |
• | each person or entity known by us to be beneficial owners of more than five percent of our outstanding common stock. |
| | Beneficial Ownership | |||||||||||||
| | Class A Common Stock | | | Class B Common Stock | | | % of Total Voting Power† | |||||||
Beneficial Owner | | | Number of Shares | | | % | | | Number of Shares | | | % | | ||
5% Stockholders: | | | |