DEF 14A of ServiceTitan, Inc.
Filed May 5, 2026 · FY20260001638826-26-000038
Director Nominees
Director Nominees Michael Brown. Michael Brown has served as a member of our board of directors since February 2018. Mr. Brown is a General Partner at Battery Ventures, a global venture capital and private equity firm, which he joined in December 1998, and he currently serves on the boards of directors of several privately held companies. Mr. Brown was previously a member of the High Technology Group at Goldman Sachs & Co., a global investment bank, from 1996 until 1998 and worked as a Financial Analyst within Goldman’s Financial Institutions Group from 1994 until 1996. Mr. Brown previously served as the chair of the National Venture Capital Association from June 2021 to June 2022, and holds a B.S. in Finance and International Business from Georgetown University. Mr. Brown was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of various publicly and privately held technology companies. Byron Deeter. Byron Deeter has served as a member of our board of directors since March 2015. Since April 2005, Mr. Deeter has served as a Partner of Bessemer Venture Partners, a venture capital and private equity investment firm. From April 2004 to April 2005, Mr. Deeter served as a Business Development & Market Development Executive at International Business Machines Corporation, or IBM, a technology and consulting company. From December 1999 to April 2004, Mr. Deeter served in several roles at Trigo Technologies, Inc., a product information management company, which was acquired by IBM in 2004, including co-founder, President, Chief Executive Officer and Vice President of Business Development. Prior to this, Mr. Deeter served as an Associate at TA Associates, a private equity firm, and as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter served on the board of directors of Twilio, Inc., a publicly traded cloud communications platform as a service company, from November 2010 to April 2024, and also currently serves on the boards of directors of several privately held companies. He previously served on the board of directors of SendGrid, Inc., a publicly traded customer communication platform, from January 2012 until February 2019, prior to SendGrid’s acquisition by Twilio, in addition to several other publicly traded and privately held companies. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley. Mr. Deeter was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry and his experience as a director of publicly and privately held technology companies. Vahe Kuzoyan. Vahe Kuzoyan is one of our co-founders and has served as our President and as a member of our board of directors, and has led our product and development efforts, since our founding in June 2007. Mr. Kuzoyan holds a B.A. in Neuroscience and a B.S. in Computer Science from the University of Southern California. Mr. Kuzoyan was selected to serve on our board of directors because of the perspective and experience he brings as our President and as a co-founder.
Continuing Directors
Continuing Directors Tim Cabral. Tim Cabral has served as a member of our board of directors since November 2019. From February 2010 to September 2020, Mr. Cabral served as Chief Financial Officer of Veeva Systems Inc., a cloud-computing company, continued to serve as an Advisor from September 2020 to January 2022 and served as interim Chief Financial Officer from April 2024 to September 2024. From February 2008 to February 2010, Mr. Cabral served as Chief Financial Officer and Chief Operations Officer of Modus Group, LLC, a wireless solutions and services company, and served as Chief Financial Officer and Vice President of Operations for Agistics, Inc., an employee management services company, from March 2005 to June 2007. Prior to joining Agistics, Inc., Mr. Cabral served in various leadership roles in finance at PeopleSoft, Inc., a computer technology company acquired by Oracle Corporation. Mr. Cabral has served on the boards of directors of Veeva Systems Inc., a publicly traded cloud-computing company, since January 2022 and Doximity, Inc., a publicly traded online network for medical professionals, since September 2020. He previously served on the board of directors of Aptus Corporation, a software provider, from October 2017 to October 2018, when it was acquired by Thoma Bravo, and SingleStore, Inc., a private cloud database company from March 2021 to October 2025. Mr. Cabral holds a B.S. in Finance from Santa Clara University and an M.B.A. from the Leavey School of Business at Santa Clara University. Mr. Cabral was selected to serve on our board of directors because of his knowledge of the technology industry and his extensive experience in various financial leadership roles. William Hsu. William Hsu has served on our board of directors since March 2015. Since September 2011, Mr. Hsu has served as a founding partner of Mucker Capital, a venture capital firm. Prior to founding Mucker Capital, from October 2008 to October 2011, Mr. Hsu served as SVP and Chief Product Officer of AT&T Interactive, a digital advertising and marketing services company. Prior to AT&T Interactive, Mr. Hsu served in various leadership and product management positions at Green Dot Corporation, a financial technology company, eBay Inc., a global commerce and payments platform, and BuildPoint Corporation, a provider of online bid management services acquired by Roper Technologies, Inc. Mr. Hsu began his career in investment banking at Credit Suisse First Boston, a global investment bank. Mr. Hsu currently serves on the boards of directors of several privately held companies. Mr. Hsu holds a B.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton School of University of Pennsylvania. Mr. Hsu was selected to serve on our board of directors because of his extensive serving in various leadership and product management roles at technology companies, and his experience serving as a director of various privately held companies. Ara Mahdessian. Ara Mahdessian is one of our co-founders and has served as our Chief Executive Officer and as a member of our board of directors since June 2007. Mr. Mahdessian holds a B.S. in Management Science and Engineering from Stanford University. Mr. Mahdessian was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as a co-founder. Nina Achadjian. Nina Achadjian has served as a member of our board of directors since November 2018. Since October 2017, Ms. Achadjian has been an investor at Index Ventures, an international venture capital firm, where she served as Principal from October 2017 to March 2020 and has served as Partner since April 2020. Ms. Achadjian currently serves on the boards of directors of several private technology companies, including Transcend, Inc., Persona Identities, Inc., Seso Inc., Shopmonkey, Inc., Vizcom Technologies, Inc., Allegro Labs, Inc., and Revel Software Corporation among others. Prior to working in the venture capital industry, Ms. Achadjian held an operating role at Google LLC, an internet search and a technology company, and began her career in sales and trading at Citigroup Inc., a global investment bank. Ms. Achadjian holds a B.A. in Government from Harvard University. Ms. Achadjian was selected to serve on our board of directors because of her extensive experience in the venture capital industry, her knowledge of the technology industry, and her experience serving as a director of various privately held technology companies. Ilya Golubovich. Ilya Golubovich has served as a member of our board of directors since June 2007. Since April 2023, Mr. Golubovich has served as the Chief Business Officer of A2VE Capital Advisors Ltd., an investment and business advisory firm. He previously served as the founding and managing partner of I2BF Global Ventures, an international venture capital firm, from June 2007 until April 2023. Mr. Golubovich currently serves on the boards of directors of several privately held companies. He previously served on the boards of directors of Presto Automation Inc., a publicly traded provider of technology solutions to the restaurant industry, from April 2017 to February 2024, and Maxwell Technologies, Inc., then a publicly traded manufacturer of energy storage and power deliver solutions, from May 2017 to May 2019, prior to Maxwell’s acquisition by Tesla, Inc., as well as on the boards of directors of several privately held companies. Mr. Golubovich holds a B.S. in Management Science and Engineering from Stanford University. Mr. Golubovich was selected to serve on our board of directors because of his extensive experience in the venture capital industry, his knowledge of the technology industry, and his experience serving as a director of publicly and privately held technology companies. William Griffith. William Griffith has served as a member of our board of directors since November 2016. Since January 2013, Mr. Griffith has been a Partner of ICONIQ Capital, LLC, a global investment firm, where he founded ICONIQ Growth, ICONIQ’s venture and growth equity investing platform. Prior to joining ICONIQ, Mr. Griffith worked at Technology Crossover Ventures, a private equity and venture capital firm, from August 2000 to December 2011, where he was a General Partner. Mr. Griffith began his career in investment banking at Morgan Stanley and at the Beacon Group, a private equity firm acquired by JPMorgan Chase. Mr. Griffith has served on the board of directors of Procore Technologies, Inc., a publicly traded construction management software company, since December 2015, and also serves on the boards of directors of several privately-held companies. Previously, Mr. Griffith served on the boards of directors of BlackLine, Inc., a publicly traded enterprise software company, from September 2013 to February 2020, and Orbitz Worldwide, Inc., a publicly traded online travel company, from July 2007 to August 2011. Mr. Griffith holds an M.B.A. from Stanford University Graduate School of Business and an A.B. in History and Engineering from Dartmouth College. Mr. Griffith was selected to serve on our board of directors because of his experience in the venture capital industry, his knowledge of the technology industry, and his extensive experience as a director of publicly and privately held technology companies.
Non-Employee Director Compensation
Non-Employee Director Compensation Prior to the completion of our initial public offering, we did not maintain a formalized non-employee director compensation program, though we typically provided non-employee directors who are not affiliated with one of our significant investors an equity award in connection with the director’s commencement of service on our board of directors and an additional equity award after the initial equity award fully vests. In connection with our initial public offering, we adopted a non-employee director compensation program (the “Director Compensation Program”), pursuant to which our non-employee directors are eligible to receive cash compensation and equity awards for service on our board of directors. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows: Each non-employee director receives an annual cash retainer in the amount of $35,000. Any non-executive chairperson of our board of directors receives an additional annual cash retainer in the amount of $35,000. Any lead independent director of our board of directors receives an additional annual cash retainer in the amount of $20,000. The Chair and each member of our audit committee receives additional cash compensation in the amount of $20,000 and $10,000 per year, respectively, for service on our audit committee. • The Chair and each member of our compensation committee receives additional cash compensation in the amount of $15,000 and $7,500 per year, respectively, for service on our compensation committee. • The Chair and each member of our nominating and corporate governance committee receives additional cash compensation in the amount of $8,000 and $4,000 per year, respectively, for service on the nominating and corporate governance committee. All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter, and prorated for partial quarters of service. Under the Director Compensation Program, if a non-employee director is initially appointed or elected to our board of directors following our initial public offering, that director will automatically be granted an award of RSUs having a target value of $400,000, with the actual number of shares of our Class A common stock underlying the award calculated using our standard method of conversion as of the grant date. The initial award will vest in substantially equal quarterly installments over four years from the earliest of March 15, June 15, September 15 or December 15 following the grant date, subject to continued service with us through the applicable vesting date. Under the Director Compensation Program, each non-employee director who has been serving on our board of directors for at least four months prior to, and continues to serve immediately after, each annual meeting of stockholders will automatically be granted, on the date of the applicable annual meeting of stockholders, an award of RSUs having a target value of $200,000, with the actual number of shares of our Class A common stock underlying the award calculated using our standard method of conversion as of the grant date. Each annual award will fully vest on the earliest of March 15, June 15, September 15 or December 15 following the first anniversary of the grant date, subject to continued service with us through the applicable vesting date.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table contains information concerning the compensation of our non-employee directors for service during the fiscal year ended January 31, 2026. Messrs. Mahdessian and Kuzoyan, each of whom also served as a director during the fiscal year ended January 31, 2026, are not included in this table because they are named executive officers of the Company and, accordingly, their compensation is reported in the Summary Compensation Table below. Messrs. Mahdessian and Kuzoyan did not receive additional compensation for their service as directors, and both Ms. Achadjian and Mr. Griffith waived their right to receive any compensation under the Director Compensation Program.
Non-Employee Director Compensation Table
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Option awards ($) | Total ($) | | Nina Achadjian | — | — | — | — | | Michael Brown | 53,315 | 199,765 | — | 253,080 | | Tim Cabral | 66,644 | 199,765 | — | 266,409 | | Byron Deeter | 38,209 | 199,765 | — | 237,974 | | Ilya Golubovich | 39,986 | 199,765 | — | 239,751 | | William Griffith | — | — | — | — | | William Hsu | 34,655 | 199,765 | — | 234,420 |
Non-Employee Director Compensation Table
(1) Amounts reflect the cash retainers earned by our non-employee directors for their service during the fiscal year ended January 31, 2026 pursuant to our Director Compensation Program. Amounts reflect the grant-date fair value of RSU awards granted during fiscal 2026 calculated in accordance with ASC Topic 718. In accordance with our Director Compensation Program, Messrs. Brown, Cabral, Deeter, Golubovich and Hsu received a grant of 1,891 RSUs on June 18, 2025 with a grant date fair value of $199,765. See Note 2 to our consolidated financial statements in our Annual Report for the assumptions used in calculating these values. The following table lists all outstanding equity awards held by non-employee directors as of January 31, 2026:
Non-Employee Director Compensation Table
| Name | Number of Shares Underlying Outstanding Options at Fiscal Year End(4) | Number of Shares Underlying RSUs at Fiscal Year End | | Nina Achadjian | — | — | | Michael Brown | — | 1,891 | | Tim Cabral | 67,500 | 1,891 | | Byron Deeter | — | 1,891 | | Ilya Golubovich | — | 1,891 | | William Griffith | — | — | | William Hsu | — | 1,891 |
Non-Employee Director Compensation Table
The stock options reported in this column were granted prior to our initial public offering.
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS We currently have nine directors on our board of directors. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Three of our Class II directors, Messrs. Brown, Deeter and Kuzoyan, are standing for election at the Annual Meeting for a three-year term. Each director’s term continues until the election and qualification of their respective successor, or such director’s earlier death, resignation, disqualification or removal. We expect that any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Members of our board of directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of our voting stock entitled to vote at an election of directors.
Compensation Discussion and Analysis
Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) provides an overview of the philosophy, objectives and components of our executive compensation program, context for the executive compensation actions taken for the fiscal year ended January 31, 2026 (“FY26”), and how and why our Compensation Committee arrived at specific compensation decisions. The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding our executive compensation programs and policies. The actual amount and form of compensation and the compensation programs and policies that we adopt in the future may differ materially from currently planned programs and policies as summarized in this CD&A. Named Executive Officers The compensation provided to our named executive officers (“NEOs”) for FY26 is detailed in the Summary Compensation Table and this CD&A. Because we had only three executive officers during FY26, our NEOs include our principal executive officer, our principal financial officer and our next most highly compensated executive officer who was serving as an officer at the end of FY26, as set forth below. • Ara Mahdessian, our Co-Founder and Chief Executive Officer (“CEO” or “PEO”); • Vahe Kuzoyan, our Co-Founder and President (“President”); and • Dave Sherry, our Chief Financial Officer. FY26 Financial and Performance Highlights The following business highlights provide context with which to view our FY26 executive compensation.1 We delivered strong financial results. During FY26, our total revenue grew 24% year-over-year to $961.0 million, led by 25% year-over-year growth in total platform revenue. We achieved that revenue growth while also delivering 36% incremental Non-GAAP operating margins, resulting in a Non-GAAP operating margin of 9.8% for FY26. Our Non-GAAP free cash flow also grew to $85.1 million in FY26, compared to $15.5 million in the prior fiscal year. Our platform continued to power customer success. Our platform continued to empower healthy customer performance, with our gross dollar retention remaining strong (>95%), and our net dollar retention (>110%) continuing to scale as our customers grew. We laid the foundation for future durable growth. We executed well against our four major strategic priorities in FY26: to win with enterprise customers, to continue to expand with Pro Products, to grow in Commercial, and to grow in Roofing. We also introduced our latest AI-powered product offerings, including Atlas, and began expanding Max, which packages our most advanced functionality and AI features with expert guidance to unlock AI automation. 1 See Appendix A to this Proxy Statement for (i) definitions of Non-GAAP operating margin, Non-GAAP free cash flow, gross dollar retention rate, and net dollar retention rate, and (ii) reconciliations of Non-GAAP measures to the most directly comparable financial measure calculated in accordance with GAAP. Executive Compensation Philosophy and Objectives The following philosophy and objectives guide our Compensation Committee and Board of Directors (“Board”) when managing our executive compensation program and policies: Attract, Motivate, and Retain Exceptional Talent. Our compensation program and policies are designed to be market-competitive and fair, enabling us to attract, motivate, and retain exceptional talent in a highly competitive and rapidly changing technology market. • Incentivize Achievement of Principal Business Objectives. We seek to provide compensation packages to our executives, including our NEOs, that are based on both the short-term and long-term principal business objectives we believe will ultimately drive stockholder value, and that reward our executives, including our NEOs, for achieving those objectives. • Align Executive and Stockholder Interests through Long-Term Equity Incentives. Equity awards play an integral role in our executive compensation programs – constituting a significant portion of the annual compensation of each of our NEOs – because they incentivize long-term value creation and align the interests of our executives with those of our stockholders. • Pay-for-Performance. Our compensation programs and policies are designed so that a significant portion of NEO compensation, including our annual incentive bonus program and equity awards, is variable and tied to Company performance, reinforcing accountability and value creation. • Simple and Transparent. We structure our executive compensation program and policies, including our long-term equity incentives, to be easy to understand, communicate and administer. Pay Practices and Governance Our Compensation Committee evaluates our executive compensation program and policies on a regular basis to ensure alignment with both our short-term and long-term goals, and with market best practices. To ensure our executive compensation program and policies are appropriately managed and well governed, our Compensation Committee adopted the following best practices for FY26:
Compensation Discussion and Analysis
| What We Do: | What We Do Not Do: | | • Emphasize performance-based compensation, particularly in the form of equity awards, with a balance between short-term and long-term incentives • To encourage long-term value creation, our equity awards vest over multiple years • To ensure fairness, the value of our annual equity awards for executives is converted to a number of shares using the same conversion price as the annual equity awards for other employees • Our annual performance-based cash bonus is tied to achievement of specific, objective corporate performance goals established near the beginning of each fiscal year and subject to threshold attainment and payout caps • Maintain a 100% independent Compensation Committee | • No pension or supplemental retirement plans • No special health and welfare benefits, other than standard benefits typically received by other employees • No tax gross-ups • No short sales, hedging of stock ownership positions, or transactions involving derivatives of our stock • With limited exceptions, we prohibit pledging of our securities • No automatic “single-trigger” payments or equity vesting acceleration upon a change of control unless our equity awards are not assumed or substituted for • No loans to executives, including our NEOs • No guaranteed salary increases , bonus payments, or minimum annual or long-term incentive awards • Generally no executive fringe benefits or perquisites |
Compensation Discussion and Analysis
| What We Do: | What We Do Not Do: | | • Engage an independent compensation consultant, retained directly by our Compensation Committee • Review our compensation peer group, and the executive compensation practices of that peer group, at least annually to align our compensation decisions with market-based practices • Place our NEOs in the same broad-based health and welfare benefits programs as other full-time salaried employees • Maintain a compensation recovery policy that complies with SEC rules and Nasdaq listing requirements • Our Compensation Committee meets regularly in closed sessions without management | |
Compensation Discussion and Analysis
Oversight of Our Executive Compensation Program and Policies Role of our Compensation Committee, Management, and Board Our Compensation Committee oversees our executive compensation program and policies, including executive base salaries, annual bonus program structure, performance targets and payouts, and the size and structure of equity awards. Our Compensation Committee also administers our various equity plans and benefit programs. A description of our Compensation Committee’s structure, roles and responsibilities can be found under the heading “Board of Directors and Corporate Governance.” Working with its compensation consultant, Compensia, our Compensation Committee reviews the performance, and approves the compensation, of each of our executives, including our NEOs. As part of this process, our Compensation Committee considers recommendations from our CEO and President regarding the performance and compensation of our executives, including our NEOs, other than themselves. While our CEO and President discuss their recommendations for our other executives, including our other NEOs, with our Compensation Committee, they do not participate in the deliberations concerning, or the determination of, their own compensation. In addition, our Compensation Committee also discusses and considers recommendations from the independent members of our Board on the performance of and compensation for our CEO and President. Our Compensation Committee makes executive compensation decisions based on a variety of factors, including: • each executive’s performance, experience, tenure and existing compensation and unvested equity levels; • the scope and strategic impact of the executive’s responsibilities and the criticality of their role to our performance and achievement of our principal business objectives; • our past business performance and future expectations; • our short-term and long-term objectives and strategies; • for each executive, other than our CEO and President, the recommendation of our CEO and President based on an evaluation of his or her performance; • the difficulty and cost of replacing high-performing executives with in-demand skills; • internal equity of executives relative to one another; and the competitiveness of compensation relative to our Peer Group (as defined below). Role of the Independent Compensation Consultant Our Compensation Committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel, and such other advisors as necessary to assist with the execution of its duties and responsibilities. For FY26, our Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology companies, to provide it with market information, analysis, and other advice and recommendations relating to executive compensation. Our Compensation Committee reviews the independence of its compensation consultant annually and, based on consideration of the factors specified in SEC rules and Nasdaq listing standards, found no conflict of interest with Compensia for its FY26 independence review. Compensia was engaged directly by our Compensation Committee to, among other things, assist in developing an appropriate group of peer companies to help determine the appropriate level of overall compensation for our executives, including our NEOs, as well as to assess each separate element of executive compensation, with a goal of ensuring the compensation we offer to our executives, including our NEOs, is competitive, fair, appropriately structured, and takes market best practices into account. Compensia did not provide any additional services to our Company in FY26 other than those relating to its role as independent compensation consultant to our Compensation Committee. Use of Market Data Peer Companies Our Compensation Committee believes it is important to be informed of competitive market data on executive compensation programs and policies as part of its compensation deliberations for our executives, including our NEOs. In February 2025, our Compensation Committee, in consultation with Compensia, developed and approved a peer group for use as a factor when making its FY26 executive compensation decisions. As part of the peer selection process, our Compensation Committee primarily considered U.S.-based publicly-traded technology companies with revenues and market capitalizations similar to that of our Company. While our Compensation Committee considers compensation practices of the resulting peer companies, it uses this information as one of many factors in its evaluation of compensation matters. Based on the foregoing considerations, our Compensation Committee approved the peer group set forth below for FY26 (the “Peer Group”):
Compensation Discussion and Analysis
(1) FY26 base salary changes became effective May 1, 2025. Annual Incentive Bonus Plan We maintain a short-term incentive bonus plan for each fiscal year (each, a “Bonus Plan”) in which each of our executives, including our NEOs, participated during FY26. The Bonus Plan is generally structured to incentivize the Company’s executives, including our NEOs, to achieve the Company’s principal financial or strategic goals in a given fiscal year, and to reward our executives, including our NEOs, based on the Company’s actual performance. Annual bonuses are paid in the following fiscal year if and to the extent the performance objectives established by our Compensation Committee are achieved. Our Compensation Committee believes the Bonus Plan provides the incentive necessary to retain our executives, including our NEOs, and reward them for short-term Company performance. FY26 Individual Bonus Targets Our Compensation Committee may adjust the target bonus opportunities of our executives, including our NEOs, from time to time. For FY26, our Compensation Committee assigned each executive, including each NEO, a target performance-based cash bonus opportunity that was based on a percentage of each executive’s base salary. The target performance-based cash bonus opportunity for each of our NEOs during FY26 was informed by our compensation philosophy and based on our Compensation Committee’s review of the relevant factors noted above.
Compensation Discussion and Analysis
| Named Executive Officer | Fiscal Year 2025 Target Bonus Percentage (%) | Fiscal Year 2026 Target Bonus Percentage (%) (1) | | Ara Mahdessian | 80 | 100 | | Vahe Kuzoyan | 80 | 100 | | Dave Sherry | 65 | 65 |
Compensation Discussion and Analysis
(1) FY26 target bonus changes became effective February 1, 2025. FY26 Bonus Plan Structure, Achievement and Payouts In May 2025, our Compensation Committee approved the Bonus Plan for FY26 (the “FY26 Bonus Plan”). The payouts under the FY26 Bonus Plan were based 66.7% on the achievement of a net new subscription revenue goal and 33.3% on the achievement of a non-GAAP operating margin goal. Our Compensation Committee selected these metrics because they were key measures of our growth and the efficiency of our business, incentivizing our executives, including our NEOs, to continue rapidly growing our business in a sustainable manner. Our Compensation Committee also sought to set objective, rigorous and ambitious performance goals that had to be met in order for awards under the FY26 Bonus Plan to be paid out at target for each metric. The specific performance targets for each metric were derived from our internal annual operating plan, which is not publicly disclosed for competitive reasons. In addition, the FY26 Bonus Plan contained an achievement threshold for each metric, below which no bonus payout would be made. The potential payout for each metric ranged from 0% to 144%, with a 100% payout representing on-target performance. Payouts for performance falling between the threshold and target, or target and maximum, goals were generally determined using linear interpolation. In March 2026, based on our performance during FY26 our Compensation Committee determined that the net new subscription revenue goal was achieved at 96.9%, and that the non-GAAP operating margin goal was achieved at 112.9%, resulting in aggregate weighted bonus funding under the FY26 Bonus Plan of 107.4%. After considering each NEO’s individual performance, the Compensation Committee determined that no adjustment to any NEO’s formulaic payout was necessary. The bonus amounts paid to our NEOs under the FY26 Bonus Plan are set forth below.
Compensation Discussion and Analysis
| Named Executive Officer | Fiscal Year 2026 Incentive Target ($) | Fiscal Year 2026 Incentive Payout ($) | | Ara Mahdessian | $460,000 | $494,040 | | Vahe Kuzoyan | $460,000 | $494,040 | | Dave Sherry(1) | $289,859 | $311,309 |
Compensation Discussion and Analysis
(1) Mr. Sherry’s bonus target reflects the mid-year change in his annual base salary, which took effect on May 1, 2025. Our Compensation Committee may also award discretionary bonuses to our executives, including our NEOs, from time to time, though it did not award any discretionary bonuses to our NEOs in FY26. FY26 Equity-Based Awards We view equity awards as an integral component of our executive compensation program because they encourage long-term performance, create an ownership culture and promote accountability, and ensure the interests of our executives, including our NEOs, are aligned with the interests of our stockholders by linking a significant portion of their overall compensation directly to increases in stockholder value. Equity awards also help us retain our executives in a highly competitive and rapidly changing technology market. Our Compensation Committee reviews and approves equity-based awards for our executives, including our NEOs, when determining our executive compensation on an annual basis, with such decisions informed by our compensation philosophy, the Compensation Committee’s review of the relevant factors noted above, our equity burn rate, and the potential dilutive effect of the equity awards on our stockholders. FY26 CFO Equity Award In May 2025, as part of its annual review process our Compensation Committee granted Mr. Sherry an award of restricted stock units (“RSUs”) under our 2024 Incentive Award Plan (the “2024 Plan”) with a target value of $6,500,000, resulting in 65,670 RSUs being granted to Mr. Sherry. The RSUs vest based on the satisfaction of a service-based vesting condition, which is satisfied as to 1/16 of the total number of RSUs on each quarterly anniversary of June 15, 2025, subject to Mr. Sherry’s continued employment through each vesting date. For FY26, we converted the target value of all executive equity grants, including Mr. Sherry’s, to a number of RSUs using the volume-weighted average closing trading price of a share of our Class A common stock over the first fiscal quarter of FY26 (the “Conversion Price”). The Conversion Price was lower than the closing price of our Class A common stock on the date Mr. Sherry’s RSUs were granted and, as a result, the grant date fair value of Mr. Sherry’s RSUs as reported in the Summary Compensation Table is higher than the intended target value. Founders’ Equity Awards In October 2024, prior to but in anticipation of our initial public offering in December 2024, our Compensation Committee and Board worked closely with Compensia to design a multi-year equity incentive plan for Messrs. Mahdessian and Kuzoyan to encourage their retention for a multi-year period and significantly align their compensation with the long-term interests of our stockholders by requiring, among other things, the achievement of sustained stock price targets. As a result, following its FY26 annual compensation review process our Compensation Committee decided not to approve any equity awards for Messrs. Mahdessian and Kuzoyan during FY26 as the Compensation Committee viewed the existing Co-Founder PSUs (as defined below) as still being sufficient to motivate and retain Messrs. Mahdessian and Kuzoyan for the foreseeable future. On October 21, 2024, our Board approved a one-time grant of 3,241,544 performance-based RSUs (the “Co-Founder PSUs”) to each of Messrs. Mahdessian and Kuzoyan, a portion of which was intended to replace a performance-based stock option held by each that was forfeited in connection with the grant of the Co-Founder PSUs. Each Co-Founder PSU represents the right to receive one share of our Class B common stock following vesting. The Co-Founder PSUs vest in four separate tranches in the event the stock price hurdles in the table below are achieved, generally subject to continued employment as CEO, co-Chief Executive Officer or President as of the vesting date.
Compensation Discussion and Analysis
| Tranche | Stock Price Hurdle | Number of Co-Founder PSUs Scheduled to Vest | | 1 | $140.00 | 144,788 | | 2 | $240.00 | 1,032,252 | | 3 | $340.00 | 1,032,252 | | 4 | $440.00 | 1,032,252 |
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation paid to our NEOs for the periods presented.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Ara Mahdessian | 2026 | 460,000 | — | 494,040 | 675,762 | 1,629,802 | | Chief Executive Officer | 2025 | 461,796 | 131,781,064 | 439,929 | 726,419 | 133,409,208 | | | 2024 | 457,577 | 6,003,356 | 166,327 | 621,781 | 7,249,041 | | Vahe Kuzoyan | 2026 | 460,000 | — | 494,040 | 1,200 | 955,240 | | President | 2025 | 461,796 | 131,781,064 | 439,929 | 1,200 | 132,683,989 | | | 2024 | 457,577 | 6,003,356 | 166,327 | 1,200 | 6,628,460 | | Dave Sherry | 2026 | 445,641 | 8,157,527 | 311,309 | 12,274 | 8,926,751 | | Chief Financial Officer | 2025 | 436,668 | 8,000,062 | 338,001 | 32,050 | 8,806,781 | | | 2024 | 275,001 | 14,728,473 | 104,179 | 65,996 | 15,173,649 |
Summary Compensation Table
(1) The amounts reported represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year, calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to vesting conditions. See Note 2 and Note 13 to our consolidated financial statements in our Annual Report for the assumptions used in calculating these values. These amounts do not reflect the actual economic value that may be realized by the NEO. (2) The amounts reported represent performance-based bonuses that were earned by our NEOs under our Bonus Plan based on performance during the applicable fiscal year, with the resulting bonuses paid in March of the following fiscal year. (3) The amounts reported represent personal security services, technology allowances, 401(k) matching contributions, reimbursement for tax preparation, relocation allowance and associated tax gross-up, and a taxable fringe benefit as follows:
Summary Compensation Table
| Name | Fiscal Year | Personal Security Services ($) | Technology Allowance ($) | 401(k) Plan Matching Contributions ($) | Tax Preparation Reimbursement ($)(a) | Relocation Allowance ($) | Gross-up on Relocation Allowance ($) | Taxable Fringe Benefit ($) | Total ($) | | Ara Mahdessian | 2026 | 674,562 | 1,200 | — | — | — | — | — | 675,762 | | Chief Executive Officer | 2025 | 725,219 | 1,200 | — | — | — | — | — | 726,419 | | | 2024 | 620,581 | 1,200 | — | — | — | — | — | 621,781 | | Vahe Kuzoyan | 2026 | — | 1,200 | — | — | — | — | — | 1,200 | | President | 2025 | — | 1,200 | — | — | — | — | — | 1,200 | | | 2024 | — | 1,200 | — | — | — | — | — | 1,200 | | Dave Sherry | 2026 | — | 1,200 | 10,558 | — | — | — | 516 | 12,274 | | Chief Financial Officer | 2025 | — | 1,200 | 10,850 | 20,000 | — | — | — | 32,050 | | | 2024 | — | — | 5,000 | — | 38,965 | 22,031 | — | 65,996 |
Summary Compensation Table
(a) In connection with Mr. Sherry’s commencement of employment with us in fiscal 2024, he was eligible for reimbursement of up to $20,000 in connection with the preparation of his 2023 tax return. Such reimbursement was provided in November 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of January 31, 2026:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ara Mahdessian | 12/2/2020 | 681,353 | — | 12.72 | 12/8/2030 | — | — | — | — | | | 12/2/2020 | 340,676 | — | 12.72 | 12/8/2030 | — | — | — | — | | | 6/15/2023(3) | — | — | — | — | 36,148 | 2,831,834 | — | — | | | 12/12/2024(4) | 46,133 | 124,205 | 12.72 | 12/8/2030 | — | — | — | — | | | N/A(5) | — | — | — | — | — | — | 3,241,544 | 253,942,557 | | Vahe Kuzoyan | 12/2/2020 | 681,353 | — | 12.72 | 12/8/2030 | — | — | — | — | | | 12/2/2020 | 340,676 | — | 12.72 | 12/8/2030 | — | — | — | — | | | 6/15/2023(3) | — | — | — | — | 36,148 | 2,831,834 | — | — | | | 12/12/2024(4) | 46,133 | 124,205 | 12.72 | 12/8/2030 | — | — | — | — | | | N/A(5) | — | — | — | — | — | — | 3,241,544 | 253,942,557 | | Dave Sherry | 6/15/2023(6) | — | — | — | — | 66,513 | 5,210,628 | — | — | | | 6/15/2024(3) | — | — | — | — | 79,492 | 6,227,403 | — | — | | | 6/15/2025(7) | — | — | — | — | 57,461 | 4,501,495 | — | — | | | 12/15/2025(8) | — | — | — | — | 59,122 | 4,631,617 | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1) Options and RSUs held by Messrs. Mahdessian and Kuzoyan, including the Co-Founder PSUs, are exercisable into or settled in shares of our Class B common stock. All other options and RSUs are exercisable into or settled in shares of our Class A common stock. (2) Amounts are calculated by multiplying the number of shares shown in the table by $78.34, which was the closing per share price of our Class A common stock as of January 31, 2026. (3) This RSU grant required the satisfaction of two requirements to vest: a service-based requirement and a liquidity event requirement. The liquidity event requirement was satisfied following expiration of the lock-up period imposed in connection with our initial public offering. The service-based requirement is satisfied in substantially equal installments on the first 16 quarterly anniversaries of the vesting commencement date, subject in each case to continued service with us. (4) This Option vested and became exercisable as to 25% of the underlying shares on December 12, 2025, which was the first anniversary of the completion of our initial public offering, and will vest and become exercisable as to 1/48th of the underlying shares each month thereafter, subject to continued service with us. (5) This performance-based RSU grant vests in four separate tranches in the event the applicable stock price hurdles are achieved, subject to the executive being employed as Chief Executive Officer, co-Chief Executive Officer or President as of the vesting date. See the section titled “Founders' Equity Awards” for more information. (6) This RSU grant vests as to 25% of the total number of RSUs on the first anniversary of the vesting commencement date and as to 1/16th of the total number of RSUs on each of the quarterly anniversaries of the vesting commencement date thereafter, in each case, subject to continued service with us. (7) This RSU grant vests as to 1/16th of the total number of RSUs on each quarterly anniversary of the vesting commencement date, in each case, subject to continued service with us. This RSU grant vests in four substantially equal quarterly installments, with the first such installment having vested on March 15, 2026, subject in each case to continued service with us.
Fiscal Year 2026 Option Exercises and Stock Vested
Fiscal Year 2026 Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises and stock vested during FY26 with respect to our NEOs.
Fiscal Year 2026 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ara Mahdessian | — | — | 60,245 | $6,424,413 | | Vahe Kuzoyan | — | — | 60,245 | $6,424,413 | | Dave Sherry | — | — | 111,331 | $11,786,628 |
Fiscal Year 2026 Option Exercises and Stock Vested
(1) The value realized on vesting is based on the total number of shares of common stock issued to each NEO upon the vesting of the RSU award multiplied by the closing price of our common stock on the vesting date, and does not represent actual amounts received by our NEOs as a result of the vesting event.
Pension Benefits
Pension Benefits
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Change in Control and Severance Policy Our board of directors has adopted the ServiceTitan, Inc. Change in Control and Severance Policy (the “Change in Control Policy”), and we have entered into participation agreements under the Change in Control Policy with each of our NEOs. Under the Change in Control Policy, in the event a NEO’s employment with us is terminated by us without Cause (as defined in the Change in Control Policy) or due to the NEO’s death or Disability (as defined in the Change in Control Policy) or by the NEO for Good Reason (as defined in the Change in Control Policy), then, subject to the timely delivery of a general release of claims, the NEO will be entitled to receive continued base salary payable in accordance with our regular payroll procedures for a period of 12 months, in the case of Messrs. Mahdessian and Kuzoyan, or six months, in the case of Mr. Sherry, a prorated target bonus for the year of termination payable in a cash lump sum, and up to 12 months of company-funded healthcare continuation coverage through COBRA. In the event such termination occurs within the period commencing three months prior to a Change in Control (as defined in the Change in Control Policy) and ending on the first anniversary of the Change in Control, then, in lieu of the foregoing severance amounts, the NEO is entitled to receive a lump sum cash payment in an amount equal to 12 months of base salary, 100% of the NEO’s target bonus opportunity for the year of termination payable in a cash lump sum, up to 12 months of company-funded healthcare continuation coverage, and full vesting acceleration of all equity awards (based on the greater of target or actual performance for performance-based awards unless otherwise provided for in the applicable award agreement). The Co-Founder PSUs are governed by the terms of the applicable award agreements, as summarized in the section titled “Compensation Discussion & Analysis - Elements of FY26 Executive Compensation Program - Founders' Equity Awards,” and are not subject to acceleration pursuant to the Change in Control Policy. In the event of a Change in Control, the Co-Founder PSUs will vest, if at all, based on the highest per share amount paid to a stockholder, with performance between stock price hurdles determined using linear interpolation, and any Co-Founder PSUs that remain unvested following such determination will be forfeited. The following table presents quantitative estimates of the benefits that would have accrued to our NEOs upon a qualifying termination pursuant to the Change in Control Policy and the terms of the Co-Founder PSUs, as applicable. Unless otherwise stated, the payments and benefits set forth below are estimated assuming that the termination of employment or change in control event occurred on January 31, 2026, using $78.34, the closing market price per share of our common stock on the last business day preceding that date. As a result, because the first performance-based stock price hurdle applicable to the Co-Founder PSUs is $140, the following estimates assume that the Co-Founder PSUs do not vest in connection with the qualifying termination event and are instead forfeited in accordance with their terms. Actual payments and benefits could be different if such events were to occur on any other date or if any other assumptions are used to estimate potential payments and benefits.
Potential Payments Upon Termination or Change in Control
| Name | Benefits Description | Termination Without Cause by ServiceTitan, or for Good Reason (if Applicable) by Executive, Not in Connection with a Change in Control ($) | Termination Without Cause by ServiceTitan, or for Good Reason by Executive, in Connection with a Change in Control ($) | | Ara Mahdessian | Base Salary | 460,000 | 460,000 | | | Bonus | 460,000 | 460,000 | | | COBRA | 34,151 | 34,151 | | | Accelerated Equity Vesting (1) | — | 10,982,166 | | Vahe Kuzoyan | Base Salary | 460,000 | 460,000 | | | Bonus | 460,000 | 460,000 | | | COBRA | 34,151 | 34,151 | | | Accelerated Equity Vesting (1) | — | 10,982,166 | | Dave Sherry | Base Salary | 225,000 | 450,000 | | | Bonus | 292,500 | 292,500 | | | COBRA | 32,362 | 32,362 | | | Accelerated Equity Vesting | — | 20,571,144 |
Potential Payments Upon Termination or Change in Control
(1) For purposes of estimating the accelerated equity vesting that would be triggered due to a termination by us without cause, or by the NEO for good reason, not in connection with a change in control, this row assumes that a change in control does not occur within six (6) months of the applicable termination date and that, as a result, the NEO's applicable Co-Founder PSUs are forfeited in full in connection with such termination. Survivor Benefit Our Compensation Committee has adopted a policy providing that all outstanding and future options and RSUs issued under our 2015 Plan and our 2024 Plan (including those held by our NEOs) will accelerate and vest with respect to two-years of time-based vesting (measured from the date of death) in connection with the holder’s termination of service by reason of death. Equity awards subject to performance-based vesting conditions, including the Co-Founder PSUs, are not accelerated under this policy.