DEF 14A of ServiceTitan, Inc., May 5, 2025

DEF 14A of ServiceTitan, Inc.

Filed May 5, 2025 · FY20250000950170-25-063511

Open on EDGAR

  1. Director Nominees

    Director Nominees Tim Cabral. Tim Cabral has served as a member of our board of directors since November 2019. From February 2010 to September 2020, Mr. Cabral served as Chief Financial Officer of Veeva Systems Inc., a cloud-computing company, continued to serve as an Advisor from September 2020 to January 2022 and served as interim Chief Financial Officer from April 2024 to September 2024. From February 2008 to February 2010, Mr. Cabral served as Chief Financial Officer and Chief Operations Officer of Modus Group, LLC, a wireless solutions and services company, and served as Chief Financial Officer and Vice President of Operations for Agistics, Inc., an employee management services company, from March 2005 to June 2007. Prior to joining Agistics, Inc., Mr. Cabral served in various leadership roles in finance at PeopleSoft, Inc., a computer technology company acquired by Oracle Corporation. Mr. Cabral has served on the boards of directors of Veeva Systems Inc., a publicly traded cloud-computing company, since January 2022, SingleStore, Inc., a private cloud database company since March 2021, and Doximity, Inc., a publicly traded online network for medical professionals, since September 2020. He previously served on the board of directors of Apttus Corporation, a software provider, from October 2017 to October 2018, when it was acquired by Thoma Bravo. Mr. Cabral holds a B.S. in Finance from Santa Clara University and an M.B.A. from the Leavey School of Business at Santa Clara University. Mr. Cabral was selected to serve on our board of directors because of his knowledge of the technology industry and his extensive experience in various financial leadership roles. William Hsu. William Hsu has served on our board of directors since March 2015. Since September 2011, Mr. Hsu has served as a founding partner of Mucker Capital, a venture capital firm. Prior to founding Mucker Capital, from October 2008 to October 2011, Mr. Hsu served as SVP and Chief Product Officer of AT&T Interactive, a digital advertising and marketing services company. Prior to AT&T Interactive, Mr. Hsu served in various leadership and product management positions at Green Dot Corporation, a financial technology company, eBay Inc., a global commerce and payments platform, and BuildPoint Corporation, a provider of online bid management services acquired by Roper Technologies, Inc. Mr. Hsu began his career in investment banking at Credit Suisse First Boston, a global investment bank. Mr. Hsu currently serves on the boards of directors of several privately held companies. Mr. Hsu holds a B.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton School of University of Pennsylvania. Mr. Hsu was selected to serve on our board of directors because of his extensive serving in various leadership and product management roles at technology companies, and his experience serving as a director of various privately held companies. Ara Mahdessian. Ara Mahdessian is one of our co-founders and has served as our Chief Executive Officer and as a member of our board of directors since June 2007. Mr. Mahdessian holds a B.S. in Management Science and Engineering from Stanford University. Mr. Mahdessian was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as a co-founder.

  2. Continuing Directors

    Continuing Directors Michael Brown. Michael Brown has served as a member of our board of directors since February 2018. Mr. Brown is a General Partner at Battery Ventures, which he joined in December 1998, and he currently serves on the boards of directors of several privately held companies. Mr. Brown was previously a member of the High Technology Group at Goldman Sachs & Co., a global investment bank, from 1996 until 1998 and worked as a Financial Analyst within Goldman’s Financial Institutions Group from 1994 until 1996. Mr. Brown previously served as the chair of the National Venture Capital Association from June 2021 to June 2022, and holds a B.S. in Finance and International Business from Georgetown University. Mr. Brown was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of various publicly and privately held technology companies. Byron Deeter. Byron Deeter has served as a member of our board of directors since March 2015. Since April 2005, Mr. Deeter has served as a Partner of Bessemer Venture Partners, a venture capital and private equity investment firm. From April 2004 to April 2005, Mr. Deeter served as a Business Development & Market Development Executive at International Business Machines Corporation, or IBM, a technology and consulting company. From December 1999 to April 2004, Mr. Deeter served in several roles at Trigo Technologies, Inc., a product information management company, which was acquired by IBM in 2004, including co-founder, President, Chief Executive Officer and Vice President of Business Development. Prior to this, Mr. Deeter served as an Associate at TA Associates, a private equity firm, and as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter served on the board of directors of Twilio, Inc., a publicly traded cloud communications platform as a service company, from November 2010 to April 2024, and also currently serves on the boards of directors of several privately held companies. He previously served on the board of directors of SendGrid, Inc., a publicly traded customer communication platform, from January 2012 until February 2019, prior to SendGrid’s acquisition by Twilio, in addition to several other publicly traded and privately held companies. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley. Mr. Deeter was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry and his experience as a director of publicly and privately held technology companies. Vahe Kuzoyan. Vahe Kuzoyan is one of our co-founders and has served as our President and as a member of our board of directors, and has led our product and development efforts, since our founding in June 2007. Mr. Kuzoyan holds a B.A. in Neuroscience and a B.S. in Computer Science from the University of Southern California. Mr. Kuzoyan was selected to serve on our board of directors because of the perspective and experience he brings as our President and as a co-founder. Nina Achadjian. Nina Achadjian has served as a member of our board of directors since November 2018. Since October 2017, Ms. Achadjian has been an investor at Index Ventures, an international venture capital firm, where she served as Principal from October 2017 to March 2020 and has served as Partner since April 2020. Ms. Achadjian currently serves on the boards of directors of several private technology companies, including Transcend, Inc., Motive Technologies, Inc., Persona Identities, Inc., Seso Inc., Shopmonkey, Inc., and Vizcom Technologies, Inc., among others. Prior to working in the venture capital industry, Ms. Achadjian held an operating role at Google LLC, an internet search and a technology company, and began her career in sales and trading at Citigroup Inc., a global investment bank. Ms. Achadjian holds a B.A. in Government from Harvard University. Ms. Achadjian was selected to serve on our board of directors because of her extensive experience in the venture capital industry, her knowledge of the technology industry, and her experience serving as a director of various privately held technology companies. Ilya Golubovich. Ilya Golubovich has served as a member of our board of directors since June 2007. Since April 2023, Mr. Golubovich has served as the Chief Business Officer of A2VE Capital Advisors Ltd., an investment and business advisory firm. He previously served as the founding and managing partner of I2BF Global Ventures, an international venture capital firm, from June 2007 until April 2023. Mr. Golubovich currently serves on the boards of directors of several privately held companies. He previously served on the boards of directors of Presto Automation Inc., a publicly traded provider of technology solutions to the restaurant industry, from April 2017 to February 2024, and Maxwell Technologies, Inc., then a publicly traded manufacturer of energy storage and power deliver solutions, from May 2017 to May 2019, prior to Maxwell’s acquisition by Tesla, Inc., as well as on the boards of directors of several privately held companies. Mr. Golubovich holds a B.S. in Management Science and Engineering from Stanford University. Mr. Golubovich was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of publicly and privately held technology companies. William Griffith. William Griffith has served as a member of our board of directors since November 2016. Since January 2013, Mr. Griffith has been a Partner of ICONIQ Capital, LLC, a global investment firm, where he founded ICONIQ Growth, ICONIQ’s venture and growth equity investing platform. Prior to joining ICONIQ, Mr. Griffith worked at Technology Crossover Ventures, a private equity and venture capital firm, from August 2000 to December 2011, where he was a General Partner. Mr. Griffith began his career in investment banking at Morgan Stanley and at the Beacon Group, a private equity firm acquired by JPMorgan Chase. Mr. Griffith has served on the board of directors of Procore Technologies, Inc., a publicly traded construction management software company, since December 2015, and also serves on the boards of directors of several privately-held companies. Previously, Mr. Griffith served on the boards of directors of BlackLine, Inc., a publicly traded enterprise software company, from September 2013 to February 2020, and Orbitz Worldwide, Inc., a publicly traded online travel company, from July 2007 to August 2011. Mr. Griffith holds an M.B.A. from Stanford University Graduate School of Business and an A.B. in History and Engineering from Dartmouth College. Mr. Griffith was selected to serve on our board of directors because of his experience in the venture capital industry, his knowledge of the technology industry, and his extensive experience as a director of publicly and privately held technology companies.

  3. Non-Employee Director Compensation

    Non-Employee Director Compensation Prior to the completion of our initial public offering, we did not maintain a formalized non-employee director compensation program, though we typically provided non-employee directors who are not affiliated with one of our significant investors an equity award in connection with the director’s commencement of service on our board of directors and an additional equity award after the initial equity award fully vests. Consistent with this approach, in April 2024, we granted Mr. Cabral 2,957 RSUs, which will vest in full on the first anniversary of the date of grant of the RSUs, subject to Mr. Cabral’s continued service to us through (i) such anniversary date and (ii) the period ending two weeks following the expiration of the lock-up period associated with our initial public offering. In connection with our initial public offering, we adopted a non-employee director compensation program (the "Director Compensation Program"), pursuant to which our non-employee directors are eligible to receive cash compensation and equity awards for service on our board of directors. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows: • Each non-employee director receives an annual cash retainer in the amount of $35,000. Any non-executive chairperson of our board of directors receives an additional annual cash retainer in the amount of $35,000. • Any lead independent director of our board of directors receives an additional annual cash retainer in the amount of $20,000. • The Chair and each member of our audit committee receives additional cash compensation in the amount of $20,000 and $10,000 per year, respectively, for service on our audit committee. • The Chair and each member of our compensation committee receives additional cash compensation in the amount of $15,000 and $7,500 per year, respectively, for service on our compensation committee. • The Chair and each member of our nominating and corporate governance committee receives additional cash compensation in the amount of $8,000 and $4,000 per year, respectively, for service on the nominating and corporate governance committee. All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter, and prorated for partial quarters of service. Commencing with the completion of our initial public offering, if a non-employee director is initially appointed or elected to our board of directors, that director will automatically be granted an award of RSUs having a value of $400,000, with the number of shares of our Class A common stock underlying the award determined using our standard method of conversion as of the grant date. The initial award will vest in substantially equal quarterly installments over four years from the earliest of March 15, June 15, September 15 or December 15 following the grant date, subject to continued service with us through the applicable vesting date. Each non-employee director who has been serving on our board of directors for at least four months prior to, and continues to serve immediately after, each annual meeting of stockholders will automatically be granted on the date of the annual meeting of stockholders an award of that number of RSUs by dividing $200,000 divided by the value of a share of our Class A common stock derived using our standard method of conversion as of the grant date. Each annual award will fully vest on the earliest of March 15, June 15, September 15 or December 15 following the first anniversary of the grant date, subject to continued service with us through the applicable vesting date. Non-Employee Director Compensation Table The following table contains information concerning the compensation of our non-employee directors for service during the fiscal year ended January 31, 2025. Messrs. Mahdessian and Kuzoyan did not receive additional compensation for their service as directors, and both Ms. Achadjian and Mr. Griffith have waived cash compensation under the Director Compensation Program.

  4. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Option awards ($) | Total ($) | | Nina Achadjian | — | — | — | — | | Michael Brown | 8,315 | — | — | 8,315 | | Tim Cabral | 10,394 | 185,995 | — | 196,389 | | Byron Deeter | 5,959 | — | — | 5,959 | | Sameer Dholakia(4) | — | — | — | — | | Ilya Golubovich | 6,236 | — | — | 6,236 | | William Griffith | — | — | — | — | | William Hsu | 5,405 | — | — | 5,405 | | Diya Jolly(5) | — | — | — | — |

  5. Non-Employee Director Compensation

    (1) Amounts reflect the cash retainers earned by the directors for their service during the fiscal year ended January 31, 2025 pursuant to our Non-Employee Director Compensation Policy. (2) Amounts reflect the grant-date fair value of stock awards granted during fiscal 2025 calculated in accordance with ASC Topic 718. In accordance with our informal non-employee director compensation policy as was in place prior to the completion of our initial public offering, upon the vesting of Mr. Cabral’s initial equity award, Mr. Cabral received a grant of 2,957 RSUs on April 11, 2024 with a grant date fair value of $185,995. See Note 2 to our consolidated financial statements in our 2025 Annual Report for the assumptions used in calculating these values. (3) The following table lists all outstanding equity awards held by non-employee directors as of January 31, 2025:

  6. Non-Employee Director Compensation

    | Name | Number of Shares Underlying Outstanding Options at Fiscal Year End | Number of Shares Underlying RSUs at Fiscal Year End | | Tim Cabral | 67,500 | 2,957 | | Sameer Dholakia | 32,500 | — | | Diya Jolly | 28,333 | — |

  7. Non-Employee Director Compensation

    (4) Mr. Dholakia stepped down from our board of directors in November 2024. Mr. Dholakia is a Partner at Bessemer Venture Partners and entities affiliated with Bessemer Venture Partners. For additional information related to Bessemer Venture Partners’ beneficial holdings, see the section titled “Security Ownership of Certain Beneficial Owners and Management." Ms. Jolly stepped down from our board of directors in June 2024.

  8. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS We currently have nine directors on our board of directors. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Three of our Class I directors, Messrs. Cabral, Hsu and Mahdessian, are standing for election at the Annual Meeting for a three-year term. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation or removal. We expect that any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Members of our board of directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of our voting stock entitled to vote at an election of directors.

  9. Summary Compensation Table

    Summary Compensation Table The following table and the amounts therein sets forth total compensation paid to our NEOs for the periods presented.

  10. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Ara Mahdessian | 2025 | 461,796 | 131,781,064 | 439,929 | 726,419 | 133,409,208 | | Chief Executive Officer | 2024 | 457,577 | 6,003,356 | 166,327 | 585,139 | 7,212,399 | | Vahe Kuzoyan | 2025 | 461,796 | 131,781,064 | 439,929 | 1,200 | 132,683,989 | | President | 2024 | 457,577 | 6,003,356 | 166,327 | 1,200 | 6,628,460 | | Dave Sherry | 2025 | 436,668 | 8,000,062 | 338,001 | 32,050 | 8,806,781 | | Chief Financial Officer | 2024 | 275,001 | 14,728,473 | 104,179 | 65,996 | 15,173,649 |

  11. Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of RSUs granted during 2025, calculated in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to vesting conditions. See Note 2 and Note 13 to our consolidated financial statements in our 2025 Annual Report for the assumptions used in calculating these values. These amounts do not reflect the actual economic value that may be realized by the NEO. (2) The amounts reported for fiscal 2025 represent performance-based bonuses that were earned by our NEOs based on performance during fiscal 2025 and paid during March 2025. (3) The amounts reported represent for fiscal 2025, personal security services, technology allowances, 401(k) matching contributions, and reimbursement for tax preparation, as follows:

  12. Summary Compensation Table

    | Name | Fiscal Year | Personal Security Services ($) | Technology Allowance ($) | 401(k) Plan Matching Contributions ($) | Tax Preparation Reimbursement ($)(a) | Total ($) | | Ara Mahdessian | 2025 | 725,219 | 1,200 | — | — | 726,419 | | Vahe Kuzoyan | 2025 | — | 1,200 | — | — | 1,200 | | Dave Sherry | 2025 | — | 1,200 | 10,850 | 20,000 | 32,050 |

  13. Summary Compensation Table

    (a) In connection with Mr. Sherry’s commencement of employment with us in fiscal 2024, he was eligible for reimbursement of up to $20,000 in connection with the preparation of his 2023 tax return. Such reimbursement was provided in November 2024.

  14. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth information regarding outstanding equity awards held by our executive officers as of January 31, 2025:

  15. Outstanding Equity Awards at Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ara Mahdessian | 12/2/2020 | 681,353 | — | 12.72 | 12/8/2030 | | | | | | | 12/2/2020 | 340,676 | — | 12.72 | 12/8/2030 | | | | | | | 12/12/2024(3) | — | 170,338 | 12.72 | 12/8/2030 | | | | | | | 6/15/2023(4) | | | | | | | 96,393 | 9,906,309 | | | N/A(5) | | | | | | | 3,241,544 | 333,133,477 | | Vahe Kuzoyan | 12/2/2020 | 681,353 | — | 12.72 | 12/8/2030 | | | | | | | 12/2/2020 | 340,676 | — | 12.72 | 12/8/2030 | | | | | | | 12/12/2024(3) | — | 170,338 | 12.72 | 12/8/2030 | | | | | | | 6/15/2023(4) | | | | | | | 96,393 | 9,906,309 | | | N/A(5) | | | | | | | 3,241,544 | 333,133,477 | | Dave Sherry | 6/15/2023(6) | | | | | 110,854 | 11,392,466 | | | | | 12/15/2025(7) | | | | | 59,122 | 6,075,968 | | | | | 6/15/2024(4) | | | | | | | 127,187 | 13,071,008 |

  16. Outstanding Equity Awards at Year-End

    (1) Options and RSUs held by Messrs. Mahdessian and Kuzoyan, including the Co-Founder PSUs, are exercisable into or settled in shares of our Class B common stock. All other options and RSUs are exercisable into or settled in shares of our Class A common stock. (2) Amounts are calculated by multiplying the number of shares shown in the table by $102.77, which was the closing per share price of our Class A common stock as of January 31, 2025. (3) Option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the completion of our initial public offering and as to 1/48th of the underlying shares each month thereafter, in each case, subject to continued service with us. RSUs require the satisfaction of two requirements to vest: a service-based requirement and a liquidity event requirement. The liquidity event requirement will be satisfied on the earlier of (a) two weeks after the expiration of any market stand-off or lock-up period imposed in connection with our initial public offering or (b) a sale of our company, subject to continued service with us or the named executive officer experiencing a termination effected by us without cause or by the named executive officer for good reason, in each case, within the period commencing three months prior to a sale of our company and ending on the first anniversary of such sale. The service-based requirement is satisfied in substantially equal installments on the first 16 quarterly anniversaries of the vesting commencement date, subject to continued service with us through the applicable date. RSUs vest on or after 180 days following our initial public offering in four separate tranches in the event the stock price hurdles are achieved, generally, subject to the executive being employed as Chief Executive Officer, co-Chief Executive Officer or President as of the vesting date. The stock prices hurdle is considered achieved if, for Tranche 1, the six-month, and for Tranches 2 through 4, the trailing six months and 90-day, volume-weighted average closing trading price for a share of our Class A common stock must equal or exceed the applicable stock price hurdle. (6) RSUs vest as to 25% of the total number of RSUs on the first anniversary of the vesting commencement date and as to 1/16th of the total number of RSUs on each of the quarterly anniversaries of the vesting commencement date thereafter, in each case, subject to continued service with us. RSUs vest in four substantially equal quarterly installments with the first such installment vesting on March 15, 2026, subject to continued service with us.