DEF 14A of Braze, Inc., May 17, 2023

DEF 14A of Braze, Inc.

Filed May 17, 2023 · FY20230001140361-23-025261

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are divided into the three classes as follows:

  2. ELECTION OF DIRECTORS

    | • | Class I directors: Fernando Machado and Phillip Fernandez, whose terms will expire at the Annual Meeting of Stockholders to be held in 2025; |

  3. ELECTION OF DIRECTORS

    | • | Class II directors: Doug Pepper and Neeraj Agrawal, whose terms will expire at our upcoming Annual Meeting of Stockholders; and |

  4. ELECTION OF DIRECTORS

    | • | Class III directors: William Magnuson, David Obstler and Tara Walpert Levy, whose terms will expire at the Annual Meeting of Stockholders to be held in 2024. |

  5. ELECTION OF DIRECTORS

    Any additional directorships resulting from an increase 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 the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. 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 of Braze. Each of Messrs. Pepper and Agrawal is currently a member of our board of directors and has been nominated for reelection to serve as a Class II director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2026 and until his successor has been duly elected, or if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us or the board of directors may reduce its size. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the board’s overall composition, with the goal of recruiting members who possess relevant expertise and experience upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of Braze, demonstrate excellence in his or her field, have the ability to exercise sound business judgment, have experience as a board member or executive officer of another publicly held company, and have the commitment to rigorously represent the long-term interests of our stockholders. To provide a mix of experience and perspective on the board, the committee also takes into account diversity (including diversity of gender, ethnic background and country of origin), skills and such other factors that it deems appropriate to maintain a balance of knowledge, experience and capability on the board. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members.

  6. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

  7. EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE

    EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE

  8. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS Our board of directors currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. The following table sets forth, for the Class I nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of April 30, 2023:

  9. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position | | Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | | | | Phillip Fernandez | 62 | Director | | Fernando Machado | 48 | Director | | Class II director nominees for election at the 2023 Annual Meeting of Stockholders | | | | Neeraj Agrawal | 50 | Director | | Doug Pepper | 49 | Director | | Class III directors continuing in office until the 2024 Annual Meeting of Stockholders | | | | William Magnuson | 35 | Chief Executive Officer and Director | | Tara Walpert Levy | 49 | Director | | David Obstler | 63 | Director |

  10. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  11. Nominees for Election at the 2023 Annual Meeting of Stockholders

    Nominees for Election at the 2023 Annual Meeting of Stockholders Neeraj Agrawal has served as a member of our board of directors since April 2016. He is a General Partner of Battery Ventures, a venture capital firm, where he has worked since August 2000. Mr. Agrawal has served as a director of Sprinklr, Inc. since August 2011, and he was previously a member of the boards of directors of Amplitude, Inc., Bazaarvoice, Inc., Coupa Software Incorporated, Marketo, Inc. and Wayfair, Inc. Mr. Agrawal received his B.S. in Computer Science from Cornell University and his M.B.A. from the Harvard Business School. We believe Mr. Agrawal is qualified to serve as a member of our board of directors based on his extensive business experience in the software and web services industries, his experience in venture capital and his service as a director of various public and private companies. Doug Pepper has served as a member of our board of directors since August 2014. He is a General Partner at ICONIQ Capital, an investment and venture capital firm, where he has worked since August 2019. Before that, Mr. Pepper served as Managing Director at Shasta Ventures from February 2016 to August 2019. He serves as a director of a number of private technology companies. Mr. Pepper received his M.B.A. from Stanford University and his B.A. from Dartmouth College. We believe that Mr. Pepper is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital and technology industries.

  12. Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders William Magnuson has served as our Chief Executive Officer since January 2017 and as a member of our board of directors since August 2014. He previously served as our Chief Technology Officer from July 2011 to December 2016. Mr. Magnuson received his Masters of Engineering (MEng) and B.S. from the Massachusetts Institute of Technology. We believe that Mr. Magnuson is qualified to serve as a member of our board of directors based on his experience building and leading our business and his insight into corporate matters as our Chief Executive Officer. Tara Walpert Levy has served as a member of our board of directors since January 2020. Ms. Levy is the Vice President, Americas for YouTube, an entertainment technology company, a position she has held since November 2021. Prior to joining YouTube, Ms. Levy served as the Vice President of Agency and Brand Solutions for Google, Inc., a commercial and consumer technologies company, a position she held from April 2017 to November 2021. Ms. Levy also served as Vice President of Agency Solutions for Google from October 2014 to March 2017. Ms. Levy has served as a director of Bloomin’ Brands, Inc. since July 2013. She is also the Chair of the Board of Directors of the American Advertising Federation and a member of the Executive Committee and Board of Directors of the Ad Council. Ms. Levy received her M.B.A. and B.A. from Harvard University. We believe that Ms. Levy is qualified to serve as a member of our board of directors because of her extensive experience in the technology industry and her experience as a public company director. David Obstler has served as a member of our board of directors since May 2021. Mr. Obstler is the Chief Financial Officer of Datadog, Inc., a position he has held since November 2018. Prior to that, Mr. Obstler held Chief Financial Officer positions at a number of other companies, including TravelClick, Inc., a hospitality technology company, where he served from September 2014 to October 2018; OpenLink Financial LLC, a financial services software provider, where he served from November 2012 to July 2014; MSCI Inc., a financial index and investment management software company, where he served from June 2010 to September 2012; and Risk Metrics Group, Inc., a risk management and corporate governance service provider, where he served from January 2005 to June 2010. Earlier in his career, Mr. Obstler held various investment banking positions at J.P. Morgan, Lehman Brothers and Goldman Sachs. Mr. Obstler received his M.B.A. from Harvard Business School and his B.A. from Yale University. We believe that Mr. Obstler is qualified to serve as a member of our board of directors because of his financial expertise, management experience and extensive experience in the technology industry.

  13. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Phillip Fernandez has served as a member of our board of directors since May 2019. In 2016, he retired from Marketo, Inc., a marketing software company, where he served as Chairman and Chief Executive Officer, since co-founding the company in 2006. Prior to founding Marketo, Mr. Fernandez was President and Chief Operating Officer of Epiphany, Inc., a marketing software company, and before that, was Chief Operating Officer of Red Brick Systems Inc., a relational database software company. Mr. Fernandez received his B.A. in History from Stanford University. We believe Mr. Fernandez is qualified to serve as a member of our board of directors because of his more than 40 years of experience in the technology field and his prior service as a public company director and executive. Fernando Machado has served as a member of our board of directors since April 2023. He has also served as the global chief marketing officer of The Not Company, Inc. (also known as NotCo) since April 2023. Prior to NotCo, Mr. Machado served as chief marketing officer at Activision Blizzard, Inc. from April 2021 to March 2023. Prior to Activision Blizzard, Mr. Machado served as served as the global chief marketing officer of Restaurant Brands International Inc. from January 2020 to April 2021. Prior to Restaurant Brands International, Mr. Machado served multiple roles at Burger King Corporation, including as Global Chief Marketing Officer from October 2017 to January 2020 and head of brand marketing from March 2014 to September 2017. Prior to Restaurant Brands International, Mr. Machado served multiple roles at Unilever PLC from January 1998 to March 2014. Mr. Machado holds an M.B.A. from INSEAD and a B.S. in mechanical engineering from the University of Campinas. The Board believes that Mr. Machado is qualified to serve as a member of our board of directors because of his extensive experience in global marketing organizations.

  14. Board Diversity

    Board Diversity Our board of directors believes that a diverse board is better able to effectively oversee our management and strategy, and position Braze to deliver long-term value for our stockholders. Our board of directors considers diversity (including diversity of gender, ethnic background and country of origin) an important factor to add to the overall mix of perspectives of our board as a whole and necessary to maintain a balance of knowledge, experience, and capability on our board of directors. With the assistance of the nominating and corporate governance committee, our board of directors regularly reviews trends in board composition, including on director diversity. The table below provides additional diversity information regarding our board of directors as of April 30, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Listing Rule 5605(f).

  15. Board Diversity

    | 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 | | | |

  16. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  17. Compensation Committee

    | • | reviewing and approving, or recommending that our board of directors approve, the compensation of our directors; |

  18. Compensation Committee

    | • | assist in refining our compensation strategy and in developing and implementing an executive and director compensation program to execute that strategy. |

  19. Compensation Highlights

    | • | 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 as we continued to transition our compensation to reflect market practices for similarly-situated public companies. |

  20. Compensation Highlights

    | • | Challenging Annual Incentive Goals: Our named executive officers were eligible to earn annual performance-based cash compensation based on our achievement of rigorous annual corporate financial goals approved by our compensation committee (with eligible payment amounts increasing or decreasing based on level of achievement of such goals). Based on final achievement of such goals, each of our named executive officers earned annual performance-based cash compensation equal to 47% of their target amounts. |

  21. Compensation Highlights

    | • | Multi-Year Approach to Equity Incentives: In connection with a multi-year approach to equity compensation established prior to our initial public offering designed to provide equity incentives through our initial public offering and for our first year as a public company, our named executive officers were not granted long-term equity incentives during our 2023 fiscal year. Beginning in our 2024 fiscal year, our named executive officers are eligible for long-term equity incentives that will be granted in the form of restricted stock units (“RSUs”) with four-year vesting periods. |

  22. Executive Summary

    | 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 purposes. • Our annual performance-based cash bonus opportunities for all of our named executive officers are dependent upon our achievement of 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 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 generally 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 |

  23. Objectives, Philosophy and Elements of Executive Compensation

    | • | 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; |

  24. Objectives, Philosophy and Elements of Executive Compensation

    | • | align our executives’ interests with those of our stockholders by using long-term equity incentives to link executive compensation to stockholder value creation; |

  25. Objectives, Philosophy and Elements of Executive Compensation

    | • | align our executives’ interests with our corporate performance by linking their performance-based cash incentives to our annual company performance; and |

  26. Objectives, Philosophy and Elements of Executive Compensation

    | • | 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. |

  27. Objectives, Philosophy and Elements of Executive Compensation

    | Element | Form | Purpose | Key Features | | Base Salary | • Cash (fixed) | • Provides stable income for performing job responsibilities. • Attracts and retains top talent | • 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. | | Performance-Based Cash 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 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 achievement depends upon specific corporate performance goals reviewed 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 creation of stockholder value. | | 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 returns. • 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 individual awards. |

  28. Objectives, Philosophy and Elements of Executive Compensation

    Our executive compensation philosophy is to provide a market-competitive compensation package to our named executive officers that includes significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. Prior to our initial public offering in November 2021, we granted our named executive officers long-term incentive compensation in the form of stock options to purchase shares of our Class B common stock. As part of a multi-year approach to long-term incentives established in 2021 prior to our initial public offering, our named executive officers received stock option awards in 2021 designed to provide equity incentives through our initial public offering and our first year as a public company. Therefore, our named executive officers were not eligible for equity grants during our 2023 fiscal year. For our 2024 fiscal year, we are using RSUs as our primary equity vehicle for our named executive officers. We believe that RSUs align the interests of employees with stockholders and provide a long-term focus through a multi-year vesting schedule, while managing dilution to existing investors. To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and short-term incentives in the form of annual performance-based cash bonus payments, resulting in total cash compensation for our named executive officers that is aligned with market practices in our competitive markets. We do not have any formal policies for allocating compensation among salary, short-term cash incentives, equity grants or other forms of short-term or long-term incentive compensation. Instead, our compensation committee uses its judgment, with appropriate support from management and the compensation committee’s independent compensation consultant, Compensia, Inc. (“Compensia”), to establish a total compensation mix for our named executive officers that is designed to achieve the goals of our executive compensation philosophy and to incentivize achievement of our corporate goals and objectives. Accordingly, we have historically structured our named executive officers’ total compensation towards annual performance-based cash bonus payments and long-term equity awards in order to align our management’s incentives with the interests of our stockholders and towards achievement of corporate goals and objectives. During our 2023 fiscal year, the compensation committee, with the assistance of Compensia, reviewed our executive compensation, including base salaries, performance-based cash bonuses and outstanding equity awards, to confirm the continued alignment of our compensation program with stockholder interests and to appropriately reward, retain and incentivize our named executive officers. Compensia did not perform any work for us in our 2023 fiscal year, other than in respect of executive officer, senior leadership and director compensation.

  29. How We Determine Executive Compensation

    | • | compiling a group of peer companies to use as a reference in making executive compensation decisions; |

  30. How We Determine Executive Compensation

    | • | 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 2023 fiscal year; |

  31. How We Determine Executive Compensation

    | • | 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; |

  32. How We Determine Executive Compensation

    | • | reviewing market and peer group equity usage metrics to assist with understanding of our equity award practices relative to market. |

  33. How We Determine Executive Compensation

    The compensation committee has analyzed whether the work of Compensia as our compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, the compensation committee has determined that the work of Compensia, and the individual compensation advisors employed by Compensia do not create any conflict of interest pursuant to the SEC rules and the listing standards of Nasdaq. Use of Competitive Market Compensation Data The compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the compensation committee approved a proposed peer group list of publicly traded companies, which was developed by Compensia to be used in connection with assessing our compensation practices. This peer group represents a group of public companies that are reasonably comparable to Braze in terms of maturity, industry, market capitalization and financial characteristics to provide the compensation committee and management with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to Braze. In determining the peer group, Compensia considered whether a company was (i) U.S.-headquartered; (ii) a data-focused software company, with a preference for customer-brand engagement/analytics platforms; (iii) a company with annual revenue within a range of $100 million to $500 million; and (iv) a company with a market capitalization within a range of $2 billion to $20 billion. Additionally, Compensia considered whether the company had high revenue growth rates and reviewed initial public offering dates to avoid a concentration of newly public companies with limited disclosure of public company compensation practices. Our peer group with respect to our 2023 fiscal year was as follows:

  34. How We Determine Executive Compensation

    The compensation committee reviews our peer group with input from Compensia at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the compensation committee’s determinations regarding executive compensation for our 2023 fiscal year. Compensia prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, vested and unvested equity compensation (valued based both on an approximation of grant date fair value as well as ownership percentage and for potential retentive value over time), total target cash compensation (base salary and the annual target performance cash bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of the named executive officers. While the compensation committee does not have a formal policy for target pay to fall at any particular percentile of the market data, it reviewed market data comparisons as helpful reference points in making compensation decisions. As part of the review, the compensation committee determined that it was appropriate to use the 50th percentile of peer market data as the relevant benchmark for executive officer compensation in our 2023 fiscal year. Market data is only one of the factors that the compensation committee considers in making compensation decisions. The compensation committee also considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  35. Factors Used in Determining Executive Compensation

    | • | The retentive value of unvested equity awards and alignment of executive stock-compensation with long term stockholder value |

  36. Factors Used in Determining Executive Compensation

    | • | Range of market data reference points, as described above under “Use of Competitive Market Compensation Data” |

  37. Annual Performance-Based Cash Bonus Program

    Annual Performance-Based Cash Bonus Program Our annual performance-based cash bonus program for named executive officers provides incentive compensation that is specifically designed to motivate our named executive officers to achieve pre-established company-wide priorities set by the compensation committee and to reward them for results and achievements in a given fiscal year. The annual target bonus opportunities for our named executive officers are determined by the compensation committee in the first quarter of each fiscal year and are expressed as a percentage of their annual base salaries, with the potential bonus opportunity generally commensurate with each executive’s role and responsibilities and competitive pay practices among our peer group for similar executive roles. The bonus opportunity is paid out in cash. The compensation committee established the size of the named executive officers’ target bonus opportunities following a review of the factors described above under the heading “Factors Used in Determining Executive Compensation”. In February 2022, the compensation committee reviewed the performance-based cash bonus opportunities of our named executive officers, taking into consideration the competitive market analysis prepared by its compensation consultant and the recommendations of our Chief Executive Officer, as well as the other factors described under the heading “Factors Used in Determining Executive Compensation”. Following this review, the compensation committee determined to increase the performance-based cash bonus opportunity percentage for Ms. Winkles for our 2023 fiscal year to the amount set forth under the column entitled “FY2023 Target Bonus Opportunity (% of Base Salary)”. The target bonus opportunities approved for, and amounts earned by, each of our named executive officers for our 2023 fiscal year were as follows:

  38. Annual Performance-Based Cash Bonus Program

    | Named Executive Officer | FY 2022 Target Bonus Opportunity (% of Base Salary) | FY 2023 Target Bonus Opportunity (% of Base Salary) | FY 2023 Target Bonus Opportunity ($) | FY 2023 Actual Bonus Earned | | William Magnuson | 100% | 100% | $450,000 | $211,500 | | Isabelle Winkles | 40% | 60% | $240,000 | $112,800 | | Jonathan Hyman | 60% | 60% | $222,000 | $104,340 | | Myles Kleeger | 100% | 100% | $360,000 | $169,200 | | Susan Wiseman | 50% | 50% | $173,750 | $81,663 |

  39. Annual Performance-Based Cash Bonus Program

    Bonus opportunities under our annual performance-based cash bonus program for named executive officers may pay out at a level ranging from zero to 200% of the target level, with performance at the target level resulting in a payout of 100% of the target level. For our 2023 fiscal year, performance-based cash bonus payments were made twice to our named executive officers, with the initial portion of each named executive officer’s bonus determined and paid following our second quarter in such fiscal year and the remaining amount determined and paid following the end of our fiscal year (as set forth in “2023 Fiscal Year Bonus Payouts” below). Beginning with our 2024 fiscal year, the compensation committee decided that instead of making mid-year payments to our named executive officers, 100% of performance-based cash bonus payments will be considered and approved following completion of our fiscal year for our named executive officers.

  40. Executive Bonus Goal Setting

    Executive Bonus Goal Setting The compensation committee approved the performance metrics and their relative weighting for the performance-based cash bonus awards for our 2023 fiscal year in the first quarter of that fiscal year. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and finalized in the first quarter. For our 2023 fiscal year, the compensation committee determined that the performance goals for our named executive officers would be comprised of two equally weighted corporate performance goals consisting of annual contract value, measured in U.S. dollars (“ACV”), and renewal rate percentage (“RR”), with bonus payout eligibility increasing on if performance goals were achieved above target or decreasing if performance goals were achieved below target, as applicable. For purposes of the performance metrics, (i) ACV was equal to the annual recurring revenue value of new commercial activity from both existing customers and new customers sold by Braze during the fiscal year, and (ii) RR was equal to 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. Both ACV and RR excluded the impact of any one-time implementation and onboarding fees, and the impact of any overage fees or passthrough revenue. The target for both ACV and RR was set to incentivize the achievement of our 2023 fiscal year operating plan, as established in the beginning of our 2023 fiscal year. The compensation committee believes that these goals represent rigorous objectives for our named executive officers and align with stockholder interests. The compensation committee has the authority to exercise discretion to award bonus awards absent attainment of the relevant performance goals or to reduce or increase the size of any bonus amount, but the compensation committee did not exercise such discretion for our 2023 fiscal year. The named executive officers’ performance-based cash bonus awards for our 2023 fiscal year are tied to the achievement of these goals.

  41. 2023 Fiscal Year Bonus Payouts

    2023 Fiscal Year Bonus Payouts For our named executive officers in our 2023 fiscal year, the compensation committee approved actual performance-based cash bonus award payments for the first half of the fiscal year in August 2022, following completion of our quarter ended July 31, 2022, and approved actual performance-based cash bonus award payments for the second half of our 2023 fiscal year in February 2023. In August 2022, the compensation committee approved payments for the first half of our 2023 fiscal year based on the percentage attainment at mid-year against the performance targets, resulting in a performance-based cash bonus payout equal to approximately 35% of the full year bonus eligibility for each named executive officer. In February 2023, achievement of the corporate performance goals for our full 2023 fiscal year was determined to be 47%. Accordingly, the compensation committee determined that the aggregate performance-based cash compensation for our named executive officers for our 2023 fiscal year would be 47% of each’s full year target amount, with the unpaid portion of such bonus amounts paid in March 2023. The amount of the aggregate bonus that was paid with respect to the full fiscal year was determined in accordance with the terms of the performance-based cash bonus program previously approved by the compensation committee, with no discretionary supplemental bonus paid to any named executive officer.

  42. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive Officer and our other named executive officers by the compensation committee. As with other elements of compensation, the compensation committee determines the amount of long-term incentive compensation for our named executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance and existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to named executive officers other than the Chief Executive Officer, the compensation committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and the resulting target total direct compensation opportunities that the compensation committee believes are reasonable and appropriate taking into consideration the factors described herein. Prior to our initial public offering in November 2021, we granted our named executive officers long-term incentive compensation in the form of stock options to purchase shares of our Class B common stock. As part of a multi-year approach to long-term incentives established in 2021 prior to our initial public offering, our named executive officers received stock option awards in 2021 designed to provide equity incentives through our initial public offering and our first year as a public company. In light of the stock option grants made to our named executive officers in April 2021 in contemplation of our initial public offering and the anticipated long-term value that such stock options then represented, we did not grant any long-term incentive compensation awards in our 2023 fiscal year. For our 2024 fiscal year, the compensation committee determined to grant our named executive officers long-term incentive compensation solely in the form of RSUs which may vest and be settled for shares of our Class A common stock. Since the value of RSUs increases with any increase in the value of the underlying shares, they serve as an incentive that aligns the interests of our named executive officers with the long-term interests of our stockholders. In addition, because they are subject to a multi-year vesting requirement, RSUs serve our retention objectives since our named executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. Additionally, because of their “full value” nature, RSUs deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently. Prior to our initial public offering in November 2021, all of the stock options we have granted were made pursuant to our Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”). Following the closing of our initial public offering, we will grant any equity incentive awards under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”). Generally, our compensation committee grants awards to our named executive officers and employees in the first quarter of each year. The compensation committee may also use its discretion to grant awards to our named executive officers and other employees outside of the first quarter in connection with new hires, in-year promotions or as performance awards deemed appropriate by our board of directors or the compensation committee.

  43. Executive Severance Plan

    Executive Severance Plan Our board of directors has adopted an executive severance plan in which our named executive officers and certain other members of management and key employees participate. The severance plan was approved by our compensation committee after considering competitive market data. Our compensation committee determined that these benefits were both competitively reasonable and necessary to recruit and retain executives and other key employees. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change in control in order to support ongoing retention and alignment of the interests of our executives and those of our stockholders in the event of a potential change in control transaction. The executive severance plan provides that upon (i) a termination of an eligible participant’s employment by us without “cause”, as defined in the executive severance plan or (ii) a resignation by an eligible participant for “good reason”, as defined in the executive severance plan, in each case outside of the period commencing three months prior to and ending twelve months following a change in control of Braze (which we refer to as the change in control determination period), the named executive officer will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment equal to one-half times (0.5x) such named executive officer’s annual base salary then in effect (or one times (1.0x) his annual base salary then in effect for Mr. Magnuson); (b) an additional lump sum cash payment equal to any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (c) continued payment of premiums for the named executive officer’s continued coverage under our health insurance plans for a six (6)-month period (or for a twelve (12)-month period for Mr. Magnuson). The executive severance plan also provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause” or (ii) a resignation by an eligible participant for “good reason,” in each case within the change in control determination period, the named executive officers will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment equal to one times (1.0x) such named executive officer’s annual base salary then in effect; (b) an additional lump sum cash payment equal to the sum of (1) any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (2) a prorated target annual bonus for the performance year of termination; (c) continued payment of premiums for the eligible participant’s continued coverage under our health insurance plans for a twelve (12)-month period; and (d) accelerated vesting of outstanding and unvested equity awards held by such participant. In addition, solely in the case of Mr. Magnuson, he will also be entitled to receive an additional lump such cash payment equal to his target annual bonus for the performance year of termination. The payments and benefits provided under the executive severance plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

  44. Compensation and Risk Management

    | • | the mix of cash and equity compensation; |

  45. Compensation and Risk Management

    | • | a balance of short and long-term incentive plan designs with multiple performance measures that emphasize top and bottom-line performance; |

  46. Accounting Considerations

    Accounting Considerations Our compensation committee considers the accounting treatment of the various elements of our executive compensation program. For example, we record our executive officers’ base salaries, equity awards, and our cash incentive compensation in our consolidated financial statements. We follow the FASB ASC Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees, including our named executive officers and non-employee directors, including stock options and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables in this proxy statement, even though the recipient of the awards may never realize any value from their awards.

  47. Summary Compensation Table

    Summary Compensation Table The following table shows for our 2023, 2022 and 2021 fiscal years, as applicable, compensation awarded to or paid to, or earned by, our named executive officers.

  48. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | William Magnuson Chief Executive Officer | 2023 | 450,000 | — | 211,500 | 5,324 | 666,824 | | | 2022 | 350,000 | 28,528,500 | 461,000 | 3,048 | 29,342,548 | | | 2021 | 315,000 | — | 307,400 | 3,048 | 625,448 | | Isabelle Winkles Chief Financial Officer | 2023 | 400,000 | — | 112,800 | 5,288 | 518,088 | | | 2022 | 400,000 | 3,879,600 | 137,813 | 3,048 | 4,420,461 | | | 2021 | 400,000 | 1,998,360 | 55,072 | 3,048 | 2,456,480 | | Jonathan Hyman(4) Chief Technology Officer | 2023 | 370,000 | — | 104,340 | 5,266 | 479,606 | | | 2022 | 307,500 | 7,843,500 | 257,095 | 3,048 | 8,411,143 | | Myles Kleeger(4) President and Chief Customer Officer | 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 | 2023 | 347,500 | — | 81,663 | 5,251 | 434,414 | | | 2022 | 316,000 | 2,660,850 | 189,171 | 3,048 | 3,169,069 | | | 2021 | 290,000 | 439,200 | 137,963 | 3,048 | 870,211 |

  49. Summary Compensation Table

    | (1) Salary amounts represent actual amounts paid during the relevant fiscal year. See “—2023 Fiscal Year Executive Compensation Program—Base Salary” above. |

  50. Summary Compensation Table

    | (2) Amounts reported represent the aggregate grant date fair value of the 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 stock options reported in this column are set forth in the notes to our audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the 2022 fiscal year. This amount does not reflect the actual economic value that may be realized by the named executive officer. |

  51. Summary Compensation Table

    | (3) Amounts shown represent life insurance premiums and 401k contributions paid by us on behalf of our named executive officers. |

  52. Summary Compensation Table

    | (4) Messrs. Hyman and Kleeger were not named executive officers for our 2021 fiscal year, and, as a result, their compensation information for such fiscal year has been omitted. |

  53. Grants of Plan-Based Awards for our 2023 Fiscal Year

    Grants of Plan-Based Awards for our 2023 Fiscal Year The following table sets forth the target bonus opportunities and maximum bonus opportunities for our named executive officers under our annual performance-based cash bonus program for our named executive officers for our 2023 fiscal year. The target bonus opportunity represents a specified % of base salary, and the maximum bonus opportunity represents 200% of the target bonus opportunity. See “2023 Fiscal Year Executive Compensation Program—Annual Performance-Based Cash Program”.

  54. Grants of Plan-Based Awards for our 2023 Fiscal Year

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Name | Target ($) | Maximum ($) | | William Magnuson | 450,000 | 900,000 | | Isabelle Winkles | 240,000 | 480,000 | | Jonathan Hyman | 222,000 | 444,000 | | Myles Kleeger | 360,000 | 720,000 | | Susan Wiseman | 173,750 | 347,500 |

  55. Grants of Plan-Based Awards for our 2023 Fiscal Year

    | (1) The annual performance-based cash bonus program does not provide for threshold amounts (or equivalent items). |

  56. Outstanding Equity Awards as of January 31, 2023

    Outstanding Equity Awards as of January 31, 2023 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of January 31, 2023.

  57. Outstanding Equity Awards as of January 31, 2023

    | | Option 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 | | William Magnuson | 3/12/2019 | 599,559 (2) | — | 3.46 | 3/11/2029 | | | 4/20/2021 | 215,625(3) | 234,375(3) | 35.01 | 4/19/2031 | | | 4/20/2021 | — | 750,000(4) | 35.01 | 4/19/2031 | | Isabelle Winkles | 2/4/2020 | 42,657(5) | 102,375(5) | 4.88 | 2/3/2030 | | | 4/20/2021 | 14,166(6) | 28,690(6) | 35.01 | 4/19/2031 | | | 4/20/2021 | — | 120,000(7) | 35.01 | 4/19/2031 | | Jonathan Hyman | 3/12/2019 | 137,912(2) | — | 3.46 | 3/11/2029 | | | 4/20/2021 | 71,875(3) | 78,125 (3) | 35.01 | 4/19/2031 | | | 4/20/2021 | — | 180,000(4) | 35.01 | 4/19/2031 | | Myles Kleeger | 12/17/2014 | 182,448 | — | 0.26125 | 12/16/2024 | | | 2/15/2018 | 231,449 | — | 1.6425 | 2/14/2028 | | | 3/12/2019 | 192,915(2) | — | 3.46 | 3/11/2029 | | | 4/20/2021 | 71,875(3) | 78,125 (3) | 35.01 | 4/19/2031 | | | 4/20/2021 | — | 180,000(4) | 35.01 | 4/19/2031 | | Susan Wiseman | 3/12/2019 | 59,735(8) | — | 3.46 | 3/11/2029 | | | 2/4/2020 | 35,625(9) | 24,375(9) | 4.88 | 2/3/2030 | | | 4/20/2021 | 12,395(6) | 22,605(6) | 35.01 | 4/19/2031 | | | 4/20/2021 | — | 75,000(7) | 35.01 | 4/19/2031 |

  58. Outstanding Equity Awards as of January 31, 2023

    | (1) All awards listed in this table were granted pursuant to the 2011 Plan. |

  59. Outstanding Equity Awards as of January 31, 2023

    | (2) The shares underlying these stock options include shares of Class B common stock which are not vested, but subject to an early exercise option for the benefit of the named executive officer. The shares underlying these stock options vested in full in February 2023. In the event of a change of control, then the greater of (i) 50% of the number of unvested stock options and (ii) the number of stock options that would vest during the 12 months following the change of control will be immediately accelerated and become vested and exercisable. |

  60. Outstanding Equity Awards as of January 31, 2023

    | (3) 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 in connection with or within 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |

  61. Outstanding Equity Awards as of January 31, 2023

    | (4) 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 in connection with or within 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |

  62. Outstanding Equity Awards as of January 31, 2023

    | (5) The shares underlying these stock options vest in equal monthly installments until January 2024, subject to Ms. Winkles’ continuous service through each such vesting date. If Ms. Winkles’ employment is terminated in connection with or within 12 months following a change of control, then the greater of (i) 50% of the number of unvested stock options and (ii) the number of stock options that would vest during the 12 months following the change of control will be immediately accelerated and become vested and exercisable. |

  63. Outstanding Equity Awards as of January 31, 2023

    | (6) 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 in connection with or within 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |

  64. Outstanding Equity Awards as of January 31, 2023

    | (7) 25% of the shares underlying these stock options vest 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 in connection with or within 12 months following a change of control, then 100% of the unvested stock options will be immediately accelerated and become vested and exercisable. |

  65. Outstanding Equity Awards as of January 31, 2023

    | (8) The shares underlying these stock options include shares of Class B common stock which are not vested, but subject to an early exercise option for the benefit of Ms. Wiseman. The shares underlying these stock options vested in equal monthly installments until February 2023, subject to the named executive officer’s continuous service through each such vesting date. If Ms. Wiseman’s employment is terminated in connection with or within 12 months following a change of control, the number of stock options that would have vested as of the date 12 months following the date of consummation of such change of control will be immediately accelerated and become vested and exercisable. |

  66. Outstanding Equity Awards as of January 31, 2023

    | (9) The shares underlying these stock options vest in equal monthly installments until February 2024, subject to Ms. Wiseman’s continuous service through each such vesting date. If Ms. Wiseman’s employment is terminated in connection with or within 12 months following a change of control, the number of stock options that would have vested as of the date 12 months following the date of consummation of such change of control will be immediately accelerated and become vested and exercisable. |

  67. Stock option exercises

    Stock option exercises The following table shows sets forth certain information regarding any stock option exercises and stock vested during our 2023 fiscal year with respect to our named executive officers.

  68. Stock option exercises

    | | Option Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | | William Magnuson | 153,901 | 3,304,254 | | Isabelle Winkles | 206,619 | 6,903,683 | | Jonathan Hyman | 117,350 | 3,662,001 | | Myles Kleeger | 102,700 | 4,371,831 | | Susan Wiseman | 10,000 | 381,906 |

  69. Stock option exercises

    | (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. |

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers is eligible to receive payments and benefits under the terms of our Executive Severance Plan, adopted by our board of directors in November 2021. Our Executive Severance Plan provides for severance and/or change in control payments and benefits to our named executive officers upon (i) a termination without “cause” or resignation for “good reason” (as such terms are defined in our Executive Severance Plan) outside the period commencing three months prior to and ending twelve months following a change in control of Braze (which we refer to as the change in control determination period) or (ii) a termination without “cause” or resignation for “good reason” within the change in control determination period. No amounts are payable under our Executive Severance Plan or in respect of outstanding equity-based awards in the event of a named executive officer’s termination for cause, voluntary resignation without good reason or termination due to death or disability. The table below provides information with respect to (i) potential payments and benefits to which our named executive officers would be entitled under our Executive Severance Plan, as described above under the section titled, “Executive Severance Plan,” assuming their employment was terminated as of January 31, 2023, including in connection with a change in control as of January 31, 2023, and (ii) the acceleration of vesting of certain stock option awards in connection with a change of control pursuant to the applicable award agreement, assuming such change of control was effected on January 31, 2023.

  71. Potential Payments Upon Termination or Change in Control

    | 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 ($)(4) | | William Magnuson | Cash severance | 450,000 | 1,350,000 | — | | | Accelerated vesting of equity awards(5) | — | 777,801 | 777,801 | | | Continuation of health benefits | 22,701 | 22,701 | — | | Isabelle Winkles | Cash severance | 200,000 | 640,000 | — | | | Accelerated vesting of equity awards(5) | — | 2,776,410 | — | | | Continuation of health benefits | 16,406 | 32,811 | — | | Jonathan Hyman | Cash severance | 185,000 | 592,000 | — | | | Accelerated vesting of equity awards(5) | — | 133,567 | 133,567 | | | Continuation of health benefits | 16,406 | 32,811 | — | | Myles Kleeger | Cash severance | 180,000 | 720,000 | — | | | Accelerated vesting of equity awards(5) | — | 133,567 | 133,567 | | | Continuation of health benefits | 15,221 | 30,442 | — | | Susan Wiseman | Cash severance | 173,750 | 521,250 | — | | | Accelerated vesting of equity awards(5) | — | 702,690 | — | | | Continuation of health benefits | 11,351 | 22,701 | — |

  72. Potential Payments Upon Termination or Change in Control

    | (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. |

  73. Potential Payments Upon Termination or Change in Control

    | (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. |

  74. Potential Payments Upon Termination or Change in Control

    | (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. |

  75. Potential Payments Upon Termination or Change in Control

    | (4) Represents the acceleration of vesting of stock option awards in connection with a change in control, which were issued in March 2019 pursuant to the applicable award agreements thereof. In the event of a change of control, then the greater of (i) 50% of the number of unvested options and (ii) the number of options that would vest during the 12 months following the change in control would have immediately accelerated and become vested and exercisable. The shares underlying these awards vested in full in February 2023. See “—Outstanding Equity Awards as of January 31, 2023” for more information about these stock option awards. |

  76. Potential Payments Upon Termination or Change in Control

    | (5) 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 as of January 31, 2023. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between $32.00, which was the closing stock price on January 31, 2023, as reported on Nasdaq, and the exercise price per stock option multiplied by the number of unvested stock options. |

  77. Potential Payments Upon Termination or Change in Control

    Termination Without “Cause” or Resignation for “Good Reason” Outside of the Period Commencing Three Months Prior to and Ending Twelve Months Following a Change in Control Upon a termination without “cause” or resignation for “good reason” outside the change in control determination period, each of our named executive officers is entitled to a lump sum payment equal to, and subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment equal to one-half times (0.5x) such named executive officer’s annual base salary then in effect (or one times (1.0x) his annual base salary then in effect for Mr. Magnuson); (b) an additional lump sum cash payment equal to any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (c) continued payment of premiums for the named executive officer’s continued coverage under our health insurance plans for a six (6)-month period (or for a twelve (12)-month period for Mr. Magnuson). The unvested equity awards will be forfeited upon a termination without “cause” or resignation for “good reason” outside the change in control determination period. Termination Without “Cause” or Resignation for “Good Reason” Within the Period Commencing Three Months Prior to and Ending Twelve Months Following a Change in Control Upon a termination without “cause” or resignation for “good reason” within the change in control determination period, each of our named executive officers is entitled to, and subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment equal to one times (1.0x) such named executive officer’s annual base salary then in effect; (b) an additional lump sum cash payment equal to the sum of (1) any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (2) a prorated target annual bonus for the performance year of termination; (c) continued payment of premiums for the eligible participant’s continued coverage under our health insurance plans for a twelve (12)-month period; and (d) accelerated vesting of outstanding and unvested equity awards held by such participant. In addition, solely in the case of Mr. Magnuson, he will also be entitled to receive an additional lump such cash payment equal to his target annual bonus for the performance year of termination. No amounts are payable under our Executive Severance Plan or in respect of outstanding equity-based awards in the event of a named executive officer’s termination for “cause”, voluntary resignation without “good reason” or termination due to death or disability.

  78. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Chief Executive Officer (“CEO”) and the average compensation for our other named executive officers (“Other NEOs”) for the 2023 and 2022 fiscal years (each, a “Covered Year”), both as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” does not reflect amounts actually realized by our CEO and Other NEOs and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals. Our compensation committee did not consider “compensation actually paid”, as defined by the SEC, when making its executive compensation decisions for the Covered Years. Please see the Compensation Discussion and Analysis section in this proxy statement for a discussion of our compensation committee’s philosophy, objectives, and practices when making executive compensation decisions. The table below also provides information for each Covered Year on our cumulative total shareholder return (“TSR”) and the cumulative TSR of our peer group (with each such TSR determined for the period commencing on November 17, 2021, the date that our Class A common stock began trading on Nasdaq (the “IPO Date”)), our Net (loss) income and our Revenue. We selected Revenue as our “most important financial performance measure” used to link “compensation actually paid” to our CEO and Other NEOs to our performance for the 2023 fiscal year, because both ACV and RR, which were the two corporate performance factors for purposes of our performance-based cash bonus awards for the 2023 fiscal year, were derived from Revenue.

  79. PAY VERSUS PERFORMANCE

    | 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)(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) | | | | 2023 Fiscal year | 666,824 | (23,867,574) | 491,642 | (4,926,253) | 34.26 | 93.37 | (140,746) | 355,426 | | 2022 Fiscal year | 29,342,548 | 53,719,393 | 8,502,896 | 13,019,701 | 53.56 | 72.40 | (78,167) | 238,035 |

  80. PAY VERSUS PERFORMANCE

    | (1) The following table shows for each Covered Year the adjustments made to the total compensation shown for our CEO, William Magnuson, on the SCT to arrive at “compensation actually paid” as reflected on the table above: |

  81. PAY VERSUS PERFORMANCE

    | Adjustments to Determine CEO Compensation Actually Paid | 2023 Fiscal year | 2022 Fiscal year | | SCT total amount | $666,824 | $29,342,548 | | Less Amounts Reported under “Option Awards” Column in SCT for the Covered Year | — | $28,528,500 | | Plus Year-end Fair Value of Stock Options Awards Granted during Covered Year that Remain Unvested as of Year-end | — | $43,606,356 | | Plus Fair Value on Vesting of Stock Option 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 Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | $(16,664,766) | $3,620,163 | | Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Stock Option Awards Granted Prior to Covered Year that Vested during Covered Year | $(7,869,632) | $5,678,827 | | TOTAL ADJUSTMENTS: | $(24,534,398) | $24,376,845 | | TOTAL COMPENSATION ACTUALLY PAID: | $(23,867,574) | $53,719,393 |

  82. PAY VERSUS PERFORMANCE

    | (2) For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards 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—Employee Stock Plans in our Annual Report on Form 10-K for the 2023 fiscal year. |

  83. PAY VERSUS PERFORMANCE

    | (3) The Other NEOs for the 2023 fiscal year were Isabelle Winkles, Jonathan Hyman, Myles Kleeger and Susan Wiseman. The Other NEOs for the 2022 fiscal year were Jonathan Hyman and Myles Kleeger. |

  84. PAY VERSUS PERFORMANCE

    | (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: |

  85. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Average Other NEO Compensation Actually Paid | 2023 Fiscal year | 2022 Fiscal year | | SCT total amount | $491,642 | $8,502,896 | | Less Amounts Reported under “Option Awards” Column in SCT for the Covered Year | — | $7,843,500 | | Plus Year-end Fair Value of Stock Options Awards Granted during Covered Year that Remain Unvested as of Year-end | — | $9,773,402 | | Plus Fair Value on Vesting of Stock Option 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 Granted Prior to Covered Year that were Outstanding and Unvested as of Covered Year-end | $(3,626,644) | $898,246 | | Change (positive or negative) in Fair Value from Prior Year-end to Vesting Date of Stock Option Awards Granted Prior to Covered Year that Vested during Covered Year | $(1,791,251) | $1,688,657 | | TOTAL ADJUSTMENTS: | $(5,417,895) | $4,516,805 | | TOTAL AVERAGE COMPENSATION ACTUALLY PAID: | $(4,926,253) | $13,019,701 |

  86. PAY VERSUS PERFORMANCE

    | (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. |

  87. PAY VERSUS 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. |

  88. PAY VERSUS PERFORMANCE

    | (7) Reflects “Revenue” 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, “Revenue” is a GAAP measure. |

  89. Discussion of Compensation Actually Paid

    Discussion of Compensation Actually Paid As reflected in the tables above, changes in the market price of our Class A common stock following the date of grant of an award can have a significant impact on the amount of “compensation actually paid” to our CEO and Other NEOs, as calculated pursuant to the SEC rules. Further, the timing of equity grants may also unintentionally impact the “compensation actually paid” as calculated pursuant to the rule. Our NEOs received stock option grants in April 2021 as part of our multi-year compensation strategy for our executive officers designed to provide equity incentives through our initial public offering and first year as a public company. These stock option grants were intended to promote the alignment of our NEO compensation with long-term stockholder value creation and, in light of those grants, our NEOs did not receive grants of equity-based awards during the 2023 fiscal year. To assist in understanding these changes in value, the following table shows the closing price for one share of our Class A common stock as of the IPO Date and on the last trading day of each Covered Year:

  90. Discussion of Compensation Actually Paid

    | | January 31, 2023 | January 31, 2022 | IPO Date Closing Price | | Price of our Class A common stock | $32.00 | $50.02 | $93.39 |

  91. Discussion of Compensation Actually Paid

    See also the “Stock Performance Graph” discussion of this proxy statement for a graphical illustration of total shareholder return on a fixed $100 investment made as of IPO Date in shares of our Class A common stock and in the Nasdaq Computer Index. Set forth below are charts illustrating the relationship between (a) the compensation actually paid to our CEO and (b) the average compensation actually paid to our Other NEOs during each Covered Year and each of:

  92. Discussion of Compensation Actually Paid

    | • | Braze’s cumulative TSR for each Covered Year |

  93. Discussion of Compensation Actually Paid

    | • | Braze’s Net (loss) income for each Covered Year |

  94. Discussion of Compensation Actually Paid

    | • | Braze’s Revenue for each Covered Year |

  95. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended January 31, 2023:

  96. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Neeraj Agrawal | 40,000 | 188,758 | 228,758 | | Phillip M. Fernandez | 59,000 | 188,758 | 247,758 | | Matthew Jacobson(3) | — | — | — | | Tara Walpert Levy | 45,000 | 188,758 | 233,758 | | David Obstler | 50,000 | 188,758 | 238,758 | | Doug Pepper | — | — | — |

  97. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Amounts reported represent the aggregate grant date fair value of RSUs granted to our non-employee directors during our 2023 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 notes to our audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the 2023 fiscal year. This amount does not reflect the actual economic value that may be realized by the non-employee directors. |

  98. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) As of January 31, 2023, the aggregate number of shares underlying outstanding stock options and RSUs held by each of our non-employee directors was as follows: |

  99. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | Number of Restricted Stock Units | | Neeraj Agrawal | — | 5,210 | | Phillip M. Fernandez | 179,692 | 5,210 | | Matthew Jacobson | — | — | | Tara Walpert Levy | 73,938 | 5,210 | | David Obstler | — | 28,694 | | Doug Pepper | — | — |

  100. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) Mr. Jacobson resigned from our board of directors in April 2023. |

  101. NON-EMPLOYEE DIRECTOR COMPENSATION

    Mr. Machado joined our board of directors in April 2023. Accordingly, he did not receive any compensation for service as a director in our 2023 fiscal year. Mr. Magnuson, our Chief Executive Officer, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled “2023 Fiscal Year Executive Compensation Program” and “Other Features of Our Executive Compensation Program” for more information regarding the compensation earned by Mr. Magnuson.

  102. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy that is applicable to all of our non-employee directors and provides that each such non-employee director will receive the following compensation for service on our board of directors:

  103. Non-Employee Director Compensation Policy

    | • | an annual cash retainer of $30,000; |

  104. Non-Employee Director Compensation Policy

    | • | an additional annual cash retainer of $30,000 for service as non-executive Chairperson; |

  105. Non-Employee Director Compensation Policy

    | • | an additional annual cash retainer of $15,000 for service as Lead Independent Director; |

  106. Non-Employee Director Compensation Policy

    | • | 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; |

  107. Non-Employee Director Compensation Policy

    | • | 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; |

  108. Non-Employee Director Compensation Policy

    | • | 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 |

  109. Non-Employee Director Compensation Policy

    | • | 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. |

  110. Non-Employee Director Compensation Policy

    The vesting of each non-employee director’s RSU award is subject to such director’s continuous service with us as of the applicable vesting date. Any awards granted under the policy that are unvested as of the occurrence of a change in control (as defined in the 2021 Plan) will automatically vest immediately prior to such change in control. Pursuant to the policy, the compensation described above, with respect to any fiscal year beginning in fiscal year 2023, shall be subject to the limits on non-employee director compensation set forth in the 2021 Plan. Each of the RSU awards described above will be granted under our 2021 Plan.

  111. Equity Grants to Directors and Executive Officers

    Equity Grants to Directors and Executive Officers We have granted stock options and restricted stock awards to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”