DEF 14A of Navan, Inc.
Filed May 12, 2026 · FY20260001628280-26-034089
Information Regarding Our Board of Directors and Corporate Governance
Information Regarding Our Board of Directors and Corporate Governance OUR BOARD OF DIRECTORS The following table sets forth the names, ages as of May 12, 2026, and certain other information for each of the members of our Board of Directors with terms expiring at the Annual Meeting (three of whom are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our Board of Directors:
Information Regarding Our Board of Directors and Corporate Governance
| Directors with Terms Expiring at the Annual Meeting/Nominees | Age | Independent | Current Term Expires | Expiration of Term For Which Nominated | Position | | Class I Directors(1) | | | | | | | Ariel Cohen | 50 | | 2026 | 2029 | Chief Executive Officer and Chairperson of our Board of Directors | | Ben Horowitz(3)* | 59 | P | 2026 | 2029 | Director | | Michael Kourey(2)(3) | 66 | P | 2026 | 2029 | Director | | Class II Directors(1) | | | | | | | Arif Janmohamed(4) | 50 | P | 2027 | — | Director | | Ilan Twig | 52 | | 2027 | — | Director and Chief Technology Officer | | Anré Williams(4) | 60 | P | 2027 | — | Director | | Class III Directors(1) | | | | | | | Clara Liang(3)(4) | 46 | P | 2028 | — | Director | | Sandesh Patnam(2) | 52 | P | 2028 | — | Director | | Shai Weiss(2) | 58 | P | 2028 | — | Director | | Oren Zeev(2) | 61 | P | 2028 | — | Director |
Information Regarding Our Board of Directors and Corporate Governance
1.Three Class I director nominees are up for election at the Annual Meeting for a term expiring at the 2029 Annual Meeting of Stockholders. Class II directors will continue in office until the 2027 Annual Meeting of stockholders. Class III directors will continue in office until the 2028 Annual Meeting of Stockholders. 2.Member of the Audit Committee. 3.Member of the Compensation Committee. 4.Member of the Nominating and Corporate Governance Committee. *Lead Independent Director
Information Regarding Our Board of Directors and Corporate Governance
| Navan, Inc. | 8 | 2026 Proxy Statement |
Information Regarding Our Board of Directors and Corporate Governance
Set forth below is biographical information for the Class I 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. We believe that, as a whole, our Board of Directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting
| Ariel Cohen | Chief Executive Officer and Chairperson of our Board of Directors | Age: 50 Director Since: 2015 Ariel Cohen is our co-founder and has served as our Chief Executive Officer and as a member of our Board of Directors since our inception in February 2015 and as chairperson of our board of directors since September 2022. Mr. Cohen previously served as our President from February 2015 to March 2025. Prior to our founding, Mr. Cohen served as Vice President, Product Management at Jive Software, Inc. (“Jive Software”), a provider of social business software, from 2013 to 2015, following the acquisition by Jive Software of StreamOnce, Inc., a business multimedia integration platform, where he served as co-founder and Chief Executive Officer from 2012 to 2013. From 2010 to 2012, Mr. Cohen served as Senior Director, Product Management at Jive Software. Prior to Jive Software, Mr. Cohen served in various senior roles at HP Inc. (formerly Hewlett-Packard Company), a multinational information technology company, from 2006 to 2010. Mr. Cohen served on the board of directors of Lyft, Inc. (“Lyft”), a publicly traded ridesharing company, from March 2021 to May 2025. Mr. Cohen holds a B.A. in Economics from the College of Management Academic Studies and an Executive M.B.A. from Northwestern University, Kellogg School of Management. | | | | | Mr. Cohen was selected to serve on our Board of Directors because of the historical knowledge, operational expertise, leadership, culture management, and continuity that he brings as our co-founder, former President, and Chief Executive Officer. |
Nominees for Election at the Annual Meeting
| Navan, Inc. | 9 | 2026 Proxy Statement |
Nominees for Election at the Annual Meeting
| Ben Horowitz | Director | Age: 59 | Director Since: 2018 Ben Horowitz is a co-founder and has served as a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. Prior to Andreessen Horowitz, Mr. Horowitz served as a Vice President and General Manager of HP Inc. (formerly Hewlett-Packard Company), a multinational information technology company, from 2007 to 2008. Prior to HP, Mr. Horowitz served as co-founder, President, and Chief Executive Officer of Opsware, Inc., a computer software company, from 1999 to 2007. Mr. Horowitz served on the boards of directors of public companies such as Okta, Inc. (“Okta”), a publicly traded software company, from February 2010 to June 2025 and Lyft from June 2016 to June 2020. In addition, Mr. Horowitz serves on the boards of directors of several private companies. Mr. Horowitz holds a B.A. in Computer Science from Columbia University and an M.S. in Computer Science from the University of California, Los Angeles. | | | | | Mr. Horowitz was selected to serve on our Board of Directors because of his extensive experience in the venture capital industry, his knowledge of technology companies, and his service on other privately and publicly held companies. |
Nominees for Election at the Annual Meeting
| Michael Kourey | Director | Age: 66 | Director Since: 2024 Michael Kourey has served on the board of directors of Dialpad, Inc. (“Dialpad”), an AI-driven communications intelligence company, since February 2024, and previously served as the Chief Financial Officer of Dialpad from September 2021 to February 2025. Prior to Dialpad, Mr. Kourey served as Chief Financial Officer of Okta from March to May 2021. Prior to Okta, Mr. Kourey served as Chief Financial Officer of Vlocity, Inc. (“Vlocity”) (acquired by Salesforce), a provider of industry-specific cloud and mobile software, from 2019 to 2020. Prior to Vlocity, Mr. Kourey served as Chief Financial Officer and an Executive Vice President of Medallia, Inc. (“Medallia”), a cloud-based customer experience management company, from 2015 to 2018. Prior to Medallia, Mr. Kourey served as a Partner at Khosla Ventures, a venture capital firm, from 2013 to 2015, and previously served as Operating Partner at Khosla Ventures from 2012 to 2013. Prior to Khosla Ventures, Mr. Kourey served in a variety of roles, including as Chief Financial Officer at Polycom, Inc. (“Polycom”), a publicly traded communications solutions company, from 1991 to 2012. Mr. Kourey has served on the boards of directors of various public companies, including Okta, RingCentral, Inc., a cloud-based communications company, Aruba Networks, Inc., a security and networking company acquired by Hewlett-Packard Company, Riverbed Technology LLC, an information technology solutions company, Polycom, and WatchGuard Technologies, Inc., a cybersecurity company. Since July 2025, Mr. Kourey has served on the board of directors of Cribl, Inc. (“Cribl”), a data observability company, and he currently serves as the chair of Cribl’s audit committee. Mr. Kourey also currently serves on the boards of directors of several other private companies. Mr. Kourey holds a B.S. in Agricultural and Managerial Economics from the University of California, Davis and an M.B.A. from the Santa Clara University Leavey School of Business. | | | | | Mr. Kourey was selected to serve on our Board of Directors because of his extensive experience as a public company financial officer and his service on the boards of other privately and publicly held companies. |
Nominees for Election at the Annual Meeting
| Navan, Inc. | 10 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Arif Janmohamed | Director | Age: 50 | Director Since: 2017 Arif Janmohamed has served as a Partner at Lightspeed Venture Partners (“Lightspeed”), a venture capital firm since 2008. Prior to joining Lightspeed, Mr. Janmohamed held roles at various technology companies, including Cisco Systems, Inc., a technology solutions company, from 2006 to 2008. Mr. Janmohamed holds a B.Sc. in Computer Engineering from University of Waterloo, Canada and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania. | | | | | Mr. Janmohamed was selected to serve on our Board of Directors because of his leadership and business experience, technical knowledge, and his deep understanding of our business and industry as an early investor. |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Ilan Twig | Director and Chief Technology Officer | Age: 52 | Director Since: 2015 Ilan Twig is our co-founder and has served as our Chief Technology Officer and as a member of our Board of Directors since our inception in February 2015. Prior to our founding, Mr. Twig served as an Executive Vice President, Engineering at Jive Software during 2015 and a Vice President, Engineering from 2013 to 2014, following the acquisition by Jive Software of StreamOnce, Inc., a business multimedia integration platform, where he served as co-founder and Chief Technology Officer from 2012 to 2013. Prior to Jive Software, Mr. Twig served as the Head of Engineering at RockMelt, Inc., a social media web browsing service, from 2010 to 2012. Mr. Twig holds a B.Sc. in Computer Science from the Academic College of Tel-Aviv, Yaffo. | | | | | Mr. Twig was selected to serve on our Board of Directors because of his deep technical understanding of our platform and business and the continuity that he brings to our board of directors as co-founder and Chief Technology Officer. |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Navan, Inc. | 11 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Anré Williams | Director | Age: 60 | Director Since: 2025 Anré Williams most recently served as Senior Executive Advisor of American Express Company (“American Express”), a publicly traded financial services corporation, from February 2025 until November 2026. He also served on the Executive Committee of American Express from 2018 until 2026, and as Chief Executive Officer of American Express National Bank (“AENB”), an online bank and subsidiary of American Express, from April 2021 to January 2025. In that role, he was responsible for over 60 percent of the company’s total revenues. Prior to AENB, Mr. Williams served as Group President, Enterprise Services, of American Express from April 2021 to February 2025 and served as the Group President of Global Merchant & Network Services at American Express from February 2018 to April 2021. Mr. Williams served in a number of leadership and professional roles at American Express from 1990 to 2018. Mr. Williams has served on the boards of directors of publicly traded companies such as Infinite Acquisition Corp, a special-purpose acquisition company, from November 2021 to August 2023, Illinois Tool Works Inc., a manufacturing company, from August 2010 to May 2023, and Joseph T. Ryerson & Son, Inc., a metal processing and distribution company, from 2004 to 2007. Mr. Williams holds a B.A. in Economics from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. | | | | | Mr. Williams was selected to serve on our Board of Directors because of his extensive public company leadership experience and his service on the boards of other publicly held companies. |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Clara Liang | Director | Age: 46 | Director Since: 2022 Clara Liang has served as Head of Global Strategic Operations at Stripe, Inc. (“Stripe”), a financial services company, since February 2024, and previously served as a Business Lead at Stripe from January 2022 to February 2024. Prior to Stripe, Ms. Liang served as a Vice President and General Manager and in other product director roles at Airbnb, Inc. (“Airbnb”), an online travel marketplace, from July 2016 to January 2022. Prior to Airbnb, Ms. Liang served as Chief Product Officer at Jive Software from 2012 to 2015. Prior to Jive Software, Ms. Liang served in a number of technology and professional services roles at International Business Machines Corporation, a technology and consulting company, from 2001 to 2011. Ms. Liang has served on the board of directors of SoFi Technologies, Inc., a publicly traded financial services company, since October 2019. Ms. Liang holds a B.Sc. in Symbolic Systems from Stanford University and an M.S. in Technology Commercialization from the University of Texas at Austin. | | | | | Ms. Liang was selected to serve on our Board of Directors because of her experience leading and scaling global technology companies. |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Navan, Inc. | 12 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Sandesh Patnam | Director | Age: 52 | Director Since: 2022 Sandesh Patnam has served as the U.S. Managing Partner at Premji Invest, a growth equity firm, since March 2014. Prior to Premji Invest, Mr. Patnam served as a General Partner at DFJ Growth, a venture capital firm, from October 2020 to October 2021. Prior to DFJ Growth, Mr. Patnam served as an Investment Officer and Senior Equity Analyst at Seligman Technology Group at Columbia Management Investment Advisers LLC (“Seligman”), an investment company, from 2010 to 2014. Prior to Seligman, Mr. Patnam served as the General Partner at Bay Partners LLC, a venture capital firm, from 2005 to 2010. Mr. Patnam serves on the boards of directors of several private companies and served on the board of directors of Anaplan, Inc., a publicly traded software company, from 2016 to 2022. Mr. Patnam holds a B.S. in Electrical Engineering from the University of Rochester and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. | | | | | Mr. Patnam was selected to serve on our Board of Directors because of his business and venture capital expertise and his service on the boards of other privately and publicly held companies. |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Shai Weiss | Director | Age: 58 | Director Since: 2026 Shai Weiss served as the Chief Executive Officer of Virgin Atlantic Limited (“Virgin Atlantic”) January 2019 to December 2025, and he was an Executive Director of its board from 2014 until December 2025. Mr. Weiss served as Virgin Atlantic’s Chief Commercial Officer from 2017 to 2018 and Executive Vice President and Chief Financial Officer from 2014 to 2017. Prior to Virgin Atlantic, Mr. Weiss served as an Investment Partner of Virgin Management Limited from 2012 to 2014. His career with the Virgin Group began in 2006 as a Founding Partner of Virgin Green Fund. Previously, Mr. Weiss held several senior management positions at NTL:Telewest (now Virgin Media O2). Mr. Weiss previously served on the board of Check Point Software Technologies Ltd., a publicly traded cybersecurity company, from November 2018 to September 2025 and served on the UK Prime Minister’s Business Council in 2022. Mr. Weiss holds a B.B.A from Baruch College and an M.B.A. from Columbia Business School. | | | | | Mr. Weiss was selected to serve on our Board of Directors because of his executive leadership and board experience and his extensive background in the travel, technology, and financial sectors. |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Navan, Inc. | 13 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| Oren Zeev | Director | Age: 61 | Director Since: 2015 Oren Zeev has served as the Sole General Partner of Zeev Ventures, a venture capital firm, since 2015. Between 2008 and 2015, Mr. Zeev invested his own capital in private technology companies. Prior to that, Mr. Zeev served as a General Partner at Apax Partners, a venture capital firm, from 1995 to 2007. Mr. Zeev currently serves as a member of the boards of directors of various private technology companies. Mr. Zeev previously served on the board of Chegg, Inc., an education technology company, from 2008 to 2013 and Audible, Inc., an online audiobook company, from 2003 to 2008. Mr. Zeev holds a B.Sc. in Electrical Engineering from Technion, Israel Institute of Technology and an M.B.A. from INSEAD. | | | | | Mr. Zeev was selected to serve as a member of our Board of Directors because of his extensive experience in the venture capital industry and his knowledge of technology companies and our industry. |
Election of Directors
Election of Directors Our Board of Directors currently consists of ten members and is divided into three classes 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 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. There are currently three Class I directors, Messrs. Cohen, Horowitz, and Kourey, all of whose terms of office are set to expire at the Annual Meeting. The Nominating and Corporate Governance Committee recommended, and the Board of Directors nominated, Messrs. Cohen, Horowitz, and Kourey for re-election to our Board at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until their successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. Each of the nominees has agreed to stand for reelection and has indicated that he would be willing and able to serve as a director if reelected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.
Election of Directors
| Our Board of Directors Recommends a vote “FOR” the election of each of Ariel Cohen, Ben Horowitz, and Michael Kourey as a Class I Director. |
Election of Directors
| Navan, Inc. | 20 | 2026 Proxy Statement |
Election of Directors
PROPOSAL TWO:
Executive Compensation
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ariel Cohen Chief Executive Officer and Director | 2026 | 1,002,308 | — | — | 16,866,338 | 360,000 | — | 18,228,646 | | | 2025 | 817,702 | — | — | 812,921 | — | — | 1,630,623 | | Ilan Twig(6) Chief Technology Officer and Director | 2026 | 744,457 | — | — | 8,575,695 | 270,000 | — | 9,590,152 | | | 2025 | 560,513 | — | — | 900,087 | — | — | 1,460,600 | | Anne Giviskos(7) Former Interim Chief Financial Officer | 2026 | 500,000 | 350,000 | — | 770,240 | — | 53,313 | 1,673,553 | | Amy Butte(7) Former Chief Financial Officer | 2026 | 600,000 | — | 4,338,228 | 12,966,303 | 200,000 | 4,565,890 | 22,670,421 |
Non-Employee Director Compensation
Non-Employee Director Compensation DIRECTOR COMPENSATION FOR FISCAL 2026 The following table shows for the fiscal year ended January 31, 2026 certain information with respect to the compensation of our non-employee directors. Each of Ariel Cohen, our Chief Executive Officer and Chairperson, and Ilan Twig, our Chief Technology Officer, is also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Messrs. Cohen and Twig as named executive officers is set forth above under “Executive Compensation—Summary Compensation Table.”
Non-Employee Director Compensation
| Director | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Total ($) | | Ben Horowitz | 19,375 | — | 19,375 | | Arif Janmohamed(3) | — | — | — | | Clara Liang | 12,917 | — | 12,917 | | Michael Kourey | 18,083 | — | 18,083 | | Sandesh Patnam | 11,625 | — | 11,625 | | Shai Weiss(4) | 500 | 450,008 | 450,508 | | Anré Williams | 12,142 | — | 12,142 | | Oren Zeev | 11,625 | — | 11,625 |
Non-Employee Director Compensation
1.The amounts reported in these columns reflect the aggregate grant date fair value of the option awards and RSUs to our directors as computed in accordance with ASC Topic 718. The amount shown for Mr. Weiss reflects an initial RSU award granted to him on January 28, 2026 pursuant to our non-employee director compensation policy and our 2025 Plan comprising 33,162 RSUs. The amount shown for Mr. Williams reflects an initial RSU award granted to him on August 21, 2025 pursuant to our 2015 plan comprising 15,024 RSUs. The RSUs granted to Mr. Williams were subject to a time-based service condition and a performance-based service condition, both of which must be satisfied to vest. As of the grant date, we had not recognized stock-based compensation expense for this award because achievement of the performance-based vesting condition was not deemed probable as of such date. As a result, no value is included in the table for this award. Assuming achievement of the performance-based vesting condition, the aggregate grant date fair value of the RSU award for Mr. Williams was $379,656, computed in accordance with ASC Topic 718. 2.The following table sets forth information on the aggregate number of shares of our common stock underlying outstanding and unexercised stock options and unvested RSUs held by our non-employee directors as of January 31, 2026:
Non-Employee Director Compensation
| Director | Number of RSUs Outstanding as of January 31, 2026 | Number of Shares Underlying Outstanding Options as of January 31, 2026 | | Ben Horowitz | — | — | | Arif Janmohamed | — | — | | Clara Liang | — | 73,332 | | Michael Kourey | 167,266 | — | | Sandesh Patnam | — | — |
Non-Employee Director Compensation
| Navan, Inc. | 35 | 2026 Proxy Statement |
Non-Employee Director Compensation
| Director | Number of RSUs Outstanding as of January 31, 2026 | Number of Shares Underlying Outstanding Options as of January 31, 2026 | | Shai Weiss | 33,162 | — | | Anré Williams | 15,024 | — | | Oren Zeev | — | — |
Non-Employee Director Compensation
3.Mr. Janmohamed has waived all annual service fees earned by him for service on the Board and the Audit Committee. 4.Mr. Weiss was appointed as a member of our Board and Audit Committee on January 28, 2026. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY In connection with our IPO, our Board adopted a non-employee director compensation policy in September 2025 that became effective in October 2025. This compensation policy provided that each such non-employee director would receive the following compensation for service on our Board of Directors:
NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL 2026 PRIOR TO OUR IPO
NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL 2026 PRIOR TO OUR IPO Before our IPO, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our Board or committees of our Board. In August 2025, we granted Anré Williams an RSU award with respect to 15,024 shares of our Class A common stock in connection with his appointment to our Board of Directors. These RSUs are subject to the same time-based service and performance-based conditions as those granted to our named executive officers in fiscal 2026. See the section titled “Executive Compensation—Equity-Based Incentive Awards—RSUs Granted in Fiscal 2026.”
NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL 2026 PRIOR TO OUR IPO
| Navan, Inc. | 37 | 2026 Proxy Statement |