DEF 14A of Klaviyo, Inc., Apr 25, 2024

DEF 14A of Klaviyo, Inc.

Filed Apr 25, 2024 · FY20230001835830-24-000042

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class I director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 18, 2024:

  3. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Independent | Position | | Class I director nominees for election at the Annual Meeting | | | | | Andrew Bialecki | 38 | | Chief Executive Officer, Co-Founder, Director, and Chairperson | | Ping Li(1) | 51 | X | Director | | Tony Weisman(1)* | 64 | X | Director | | Class II directors continuing in office until the annual meeting of stockholders to be held in 2025 | | | | | Ed Hallen | 42 | | Chief Product Officer, Co-Founder, and Director | | Michael Medici(2)(3) | 45 | X | Director | | Roxanne Oulman(2) | 52 | X | Director | | Class III directors continuing in office until the annual meeting of stockholders to be held in 2026 | | | | | Jennifer Ceran(1)(2) | 60 | X | Director | | Chano Fernandez(3) | 54 | X | Director | | Susan St. Ledger(3) | 59 | X | Director |

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    _________________ * Lead independent director. (1)Member of the nominating and corporate governance committee. (2)Member of the audit committee. (3)Member of the compensation committee. 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.

  5. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Andrew Bialecki is a co-founder of Klaviyo and has served as our Chief Executive Officer and as a member of our board of directors since September 2012. Prior to founding Klaviyo, Mr. Bialecki served as Chief Technology Officer of RockTech, a sales and marketing software company, from April 2011 to June 2012, Senior Engineer at Performable, a marketing software company, from July 2010 to March 2011, and Lead Engineer at Applied Predictive Technologies, a business analytics software company, from September 2007 to June 2010. Mr. Bialecki holds a Bachelor of Arts degree in Physics, Astronomy and Astrophysics from Harvard University. We believe that, as a co-founder and one of our largest stockholders, Mr. Bialecki is qualified to serve as a member of our board of directors because of his knowledge of our company and our business, his experience building and leading our company, and his perspective into corporate matters as our Chief Executive Officer. Ping Li has served as a member of Klaviyo’s board of directors since November 2020. Mr. Li is a partner at Accel, a venture capital firm, where he has worked since 2004. Mr. Li served as a director of Tenable Holdings, Inc. (NASDAQ: TENB) from October 2012 to May 2021 and Cloudera, Inc. (formerly NYSE: CLDR) from October 2008 to July 2018. Mr. Li also serves or has served as a director of several private companies. Mr. Li received an Atrium Baccalaureus degree in Economics from Harvard University and a Master of Business Administration degree from Stanford University. We believe that Mr. Li is qualified to serve as a member of our board of directors because of his extensive business experience in the technology sector and his past and current experience serving as a director of publicly traded companies. Tony Weisman has served as a member of Klaviyo’s board of directors since January 2021. He is the founder of SnapPoint LLC, a marketing agency, and has served as its Chief Executive Officer since December 2019. Mr. Weisman previously served as the Chief Marketing Officer of Dunkin’ Brands Group, Inc., a global coffee and doughnut restaurant chain, from September 2017 to December 2019. Mr. Weisman also held senior executive positions at Digitas, a global marketing agency, from January 2007 to September 2017, including as the Chief Executive Officer of Digitas North America from March 2013 to September 2017. Mr. Weisman was a director of Cardlytics, Inc. (NASDAQ: CDLX), a digital advertising company, from October 2014 to October 2023. Mr. Weisman holds a Bachelor of Arts degree in Political Science from Brown University. We believe that Mr. Weisman is qualified to serve as a member of our board of directors because of his extensive experience in the marketing industry and experience as a director of a publicly traded company.

  6. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2025

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2025 Ed Hallen is a co-founder of Klaviyo and has served as a member of our board of directors since September 2012 and as our Chief Product Officer since July 2021. Prior to that, Mr. Hallen held various roles within the Company from September 2012 to December 2016, before returning to the Company in May 2021. Mr. Hallen is also the co-founder of Team Engine, a text-first human resources and operations platform, which he founded in November 2017 and served as Chief Executive Officer until May 2021. Prior to founding Klaviyo, Mr. Hallen served as Principal at Applied Predictive Technologies, a business analytics software company, from August 2004 to April 2010. Mr. Hallen holds a Bachelor of Science degree in Systems Engineering from the University of Virginia and a Master of Business Administration degree from the Massachusetts Institute of Technology’s Sloan School of Management. We believe that, as a co-founder and one of our largest stockholders, Mr. Hallen is qualified to serve as a member of our board of directors because of his knowledge of our company and our business, his experience building our platform, and his perspective into product-related matters as our Chief Product Officer. Michael Medici has served as a member of Klaviyo’s board of directors since March 2019. Mr. Medici is a Managing Director of Summit Partners, L.P., a private equity firm, where he has been employed since 2005. Mr. Medici has served as a director at Markforged Holding Corp. (NYSE: MKFG), an additive manufacturing company, since July 2021, and previously served as a director at MarkForged, Inc., prior to it becoming a public company, from March 2019 to July 2021. Mr. Medici also serves or has served as a director of several private companies. Mr. Medici holds a Bachelor of Science degree in Finance and International Business from Georgetown University. We believe that Mr. Medici is qualified to serve as a member of our board of directors because of his extensive business experience and his past and current experience serving as a director of publicly traded companies. Roxanne Oulman has served as a member of Klaviyo’s board of directors since May 2023. From November 2018 to June 2022, Ms. Oulman served as Executive Vice President and Chief Financial Officer of Medallia, Inc., a cloud-based customer experience management software company that was acquired by Thoma Bravo in October 2021. From November 2016 to September 2018, Ms. Oulman served as Executive Vice President and Chief Financial Officer of CallidusCloud, an enterprise software and SaaS company acquired by SAP SE in April 2018. Ms. Oulman also held various leadership positions at CallidusCloud from May 2013 to November 2016. From June 2011 to October 2012, Ms. Oulman served as Interim Chief Financial Officer at Thoratec Corporation, a biomedical device company, and from 2004 to 2011, she held several other financial leadership positions at Thoratec Corporation. Since August 2018, Ms. Oulman has served as a director of CalAmp Corp. (NASDAQ: CAMP), a data intelligence and cloud services software company. Ms. Oulman holds a Bachelor of Science degree in Accounting from Minnesota State University, Mankato and a Master of Business Administration degree from the University of the Pacific’s Eberhardt School of Business. We believe that Ms. Oulman is qualified to serve as a member of our board of directors because of her proven leadership skills, financial, and business expertise, and experience as a chief financial officer of publicly traded companies, as well as her service as a director of a publicly traded company.

  7. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2026

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2026 Jennifer Ceran has served as a member of Klaviyo’s board of directors since May 2021, and also served as our Interim Chief Financial Officer from November 2021 to May 2022. Ms. Ceran previously served as Chief Financial Officer of Smartsheet Inc., a productivity and project management software development company, from September 2016 to January 2021. Prior to joining Smartsheet, Ms. Ceran served as Chief Financial Officer at Quotient Technology, Inc., a marketing platform company, from September 2015 to September 2016, and as Vice President of Finance at Box, Inc., a cloud content management platform, from October 2012 to September 2015. From April 2003 to August 2012, Ms. Ceran served in various leadership capacities at eBay Inc., a global commerce and consumer payment platform, including as Vice President of Finance. Ms. Ceran currently serves as a director at Riskified Ltd. (NYSE: RSKD), NerdWallet, Inc. (NASDAQ: NRDS), and various private companies, and is a former director at Plum Acquisition Corp I (NASDAQ: PLMIU) as well as Auth0, Inc., a private enterprise software and SaaS company acquired by Okta, Inc. in May 2021. Ms. Ceran holds a Bachelor of Arts degree in Communications and French from Vanderbilt University and a Master of Business Administration degree in Finance and Accounting from the University of Chicago’s Booth School of Business. We believe that Ms. Ceran is qualified to serve as a member of our board of directors because of her valuable financial and business expertise and years of experience as chief financial officer of a publicly traded company, as well as her service as a director of publicly traded companies. Chano Fernandez has served as a member of Klaviyo’s board of directors since July 2023. Mr. Fernandez currently serves as Co-CEO for Eightfold.ai, a Talent Intelligent management AI platform. He previously served as Co-Chief Executive Officer of Workday, Inc. (NASDAQ: WDAY) (“Workday”) from August 2020 to December 2022 and as a director of Workday from April 2021 to December 2022. Mr. Fernandez also served as Workday’s Co-President from February 2018 to August 2020, Executive Vice President, Global Field Operations from February 2017 to February 2018, and President, EMEA and APJ from January 2014 to February 2017. Prior to joining Workday, Mr. Fernandez served as Senior Vice President and Head of Innovation Sales at SAP EMEA, an enterprise application software company, from January 2007 to December 2013. He also previously served as Vice President of EMEA Sales at Infor, Inc., a founding partner and General Manager at Blue C, and a senior consultant for McKinsey & Company. Mr. Fernandez holds a Bachelor of Science degree in Physics from the University of Salamanca and a Master of Business Administration degree from the Instituto de Empresa, both in Spain. We believe that Mr. Fernandez is qualified to serve as a member of our board of directors because of his extensive management and leadership experience and experience as a Co-Chief Executive Officer and director of a publicly traded company. Susan St. Ledger has served as a member of Klaviyo’s board of directors since May 2023. Ms. St. Ledger is the President, Worldwide Field Operations at HashiCorp, Inc. (NASDAQ: HCP), a cloud infrastructure automation company, where she has worked since July 2023 and served as a director since November 2019. From February 2021 to January 2023, Ms. St. Ledger served as President, Worldwide Field Operations at Okta, Inc. (NASDAQ: OKTA) (“Okta”), an access management company. Ms. St. Ledger previously served as President, Worldwide Field Operations at Splunk Inc. (NASDAQ: SPLK) (“Splunk”), a data analytics company, from October 2017 to January 2021 and was Senior Vice President and Chief Revenue Officer at Splunk from May 2016 to October 2017. From August 2012 to March 2016, Ms. St. Ledger served as Chief Revenue Officer, Marketing Cloud at Salesforce.com, Inc. (NYSE: CRM) (“Salesforce”), a provider of enterprise cloud computing software. Ms. St. Ledger served as President of Buddy Media, Inc., a social media marketing platform, from March 2012 to August 2012 until its acquisition by Salesforce. Previously, Ms. St. Ledger served in various senior sales management roles at Salesforce and Sun Microsystems, Inc., a provider of network computing infrastructure solutions. Ms. St. Ledger holds a Bachelor of Science degree in Computer Science from the University of Scranton. We believe that Ms. St. Ledger is qualified to serve as a member of our board of directors because of her extensive management and leadership experience and experience as a director of a publicly traded company.

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for nominating members for election to the board of directors by our stockholders at the annual meeting of stockholders. Our board of directors is also responsible for filling vacancies on our board of directors that may occur between annual meetings of stockholders. Our nominating and corporate governance committee is responsible for identifying, reviewing, evaluating, and recommending the director candidates to serve as directors of our company to our board of directors in accordance with the committee’s charter, our policies, our amended and restated certificate of incorporation and Bylaws, our corporate governance guidelines, and the requirements of applicable law. Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director candidates. Our nominating and corporate governance committee considers candidates recommended by directors, officers, and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and Bylaws. Our nominating and corporate governance committee may gather information about director candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that our nominating and corporate governance committee deems to be appropriate in the evaluation process. In addition, our nominating and corporate governance committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. Our nominating and corporate governance committee retained Heidrick & Struggles International, Inc., an independent third-party search firm, to assist in identifying and evaluating potential director candidates for its most recent director searches. The firm assisted in identifying Roxanne Oulman and Susan St. Ledger, who joined our board of directors effective May 1, 2023, and Chano Fernandez, who joined our board of directors effective July 13, 2023. Our nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each director candidate, both on an individual basis and taking into account the current size, composition, and needs of our board of directors and the respective committees of our board of directors. Based on the results of the evaluation process, our nominating and corporate governance committee recommends director candidates to our board of directors for approval as director nominees for election.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  11. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In connection with our IPO, we adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under our non-employee director compensation policy, each director who is not an employee is entitled to receive cash retainers for services on our board of directors and its committees, as set forth below:

  12. Non-Employee Director Compensation Policy

    | | Annual Retainer ($) | | Board of Directors: | | | Members | 33,000 | | Additional retainer for lead independent director | 19,000 | | Audit Committee: | | | Members (other than chair) | 10,000 | | Retainer for chair | 20,000 | | Compensation Committee: | | | Members (other than chair) | 7,500 | | Retainer for chair | 15,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | 4,250 | | Retainer for chair | 8,500 |

  13. Non-Employee Director Compensation Policy

    All cash retainers are paid quarterly in arrears and prorated for partial years of service. In addition, our non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted a restricted stock unit award with a fair market value of $400,000 (the “Initial Grant”). The Initial Grant will vest in equal installments on the first, second, and third anniversaries of the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual restricted stock unit award with a fair market value of $200,000 (the “Annual Grant”). The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the grant date and (ii) the date of our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of our company. Employee directors receive no additional compensation for their service as a director beyond the compensation they receive for serving as our officers. We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of our board of directors and committees thereof. Under our non-employee director compensation policy, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period for services as a non-employee director cannot exceed $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to our board of directors and $750,000 for any other calendar year.

  14. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any cash compensation, make any equity awards or non-equity awards, or pay any other compensation to any of the non-employee members of our board of directors in 2023 for their services as members of our board of directors. During the fiscal year ended December 31, 2023, Andrew Bialecki, our Chief Executive Officer, and Ed Hallen, our Chief Product Officer, both served as members of our board of directors as well as employees. Mr. Bialecki and Mr. Hallen did not receive any additional compensation for their services as members of our board of directors and therefore are not included in the table below. The total compensation earned by or paid to Mr. Bialecki is presented in the “Summary Compensation Table” in the section titled “Executive Compensation.” Mr. Hallen is an executive officer other than a named executive officer for the fiscal year ended December 31, 2023.

  15. Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jennifer Ceran | 15,885 | — | 15,885 | | Chano Fernandez | 11,237 | 1,749,300 | 1,760,537 | | Ping Li(4) | — | — | — | | Michael Medici(4) | — | — | — | | Roxanne Oulman | 11,931 | 1,682,800 | 1,694,731 | | Susan St. Ledger | 11,237 | 1,682,800 | 1,694,037 | | Tony Weisman | 16,787 | 208,241 | 225,028 |

  16. Director Compensation Table

    _______________ (1)Our non-employee directors became eligible to receive cash retainer payments effective as of the effective time of the registration statement for our IPO on September 19, 2023. (2)The amounts reported represent the aggregate grant date fair value of the restricted stock unit (“RSU”) awards granted to our non-employee members of our board of directors during the fiscal year ended December 31, 2023, calculated in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column do not reflect the actual economic value that may be realized by the directors. These RSUs were granted under our 2015 Stock Incentive Plan, as amended, prior to our adoption of our non-employee director compensation policy in connection with our IPO. (3)The following table presents the aggregate number of stock awards held by our non-employee directors as of December 31, 2023.

  17. Director Compensation Table

    | Name | Number of Stock Awards Held as of December 31, 2023 | | Jennifer Ceran | 33,334 | | Chano Fernandez | 70,000 | | Ping Li | — | | Michael Medici | — | | Roxanne Oulman | 70,000 | | Susan St. Ledger | 70,000 | | Tony Weisman | 8,333 |

  18. Director Compensation Table

    (4)Mr. Li and Mr. Medici each elected to waive his right to receive any non-employee director compensation.

  19. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to our named executive officers for services rendered to us in all capacities during the fiscal years ended December 31, 2023 and 2022.

  20. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Andrew Bialecki Chief Executive Officer | 2023 2022 | 75,000 78,670 | - '- | - '- | - '- | 3,031 3,147 | 78,031 81,817 | | Steve Rowland(4) President | 2023 | 300,000 | 100,000(5) | 20,516,540 | 198,298 | 4,125 | 21,118,963 | | Landon Edmond Chief Legal Officer | 2023 2022 | 460,000 416,171 | - '- | 12,592,985(6) - | - '- | 13,385 1,512,805(7) | 13,066,370 1,928,976 | | Amanda Whalen(8) Chief Financial Officer | 2023 2022 | 512,500 274,244 | - '- | 12,510,825 20,872,500 | - '- | 13,546 10,970 | 13,036,871 21,157,714 |

  21. 2023 Summary Compensation Table

    _______________ (1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our named executive officers calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officers. (2)The amounts reported reflect a bonus earned by Mr. Rowland pursuant to our Senior Executive Cash Incentive Plan, as described more fully in the “Narrative to the 2023 Summary Compensation Table.” (3)The amounts reported represent 401(k) matching contributions made by us. (4)Mr. Rowland started his employment with us in July 2023. Accordingly, the amount reported in the Salary column for the fiscal year ended December 31, 2023 reflects his partial year of service in that role. (5)The amount reported represents a one-time signing bonus paid in connection with Mr. Rowland joining our company in July 2023. (6)The amounts reported represent (i) the incremental fair value of Mr. Edmond’s RSU award for which the vesting schedule was modified for administrative purposes, resulting in an incremental fair value of $3,361,985 and (ii) the aggregate grant date fair value of the RSU award granted to Mr. Edmond in an amount of $9,231,000. (7)The amounts reported represent (i) a cash payment of $1,499,988 for cancellation of 63,775 time-vested RSUs that were otherwise subject to a liquidity-based vesting condition and (ii) 401(k) matching contributions in an amount of $12,817. (8)Ms. Whalen started her employment with us in May 2022. Accordingly, the amount reported in the Salary column for the fiscal year ended December 31, 2022 reflects her partial year of service in that role.

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  23. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | 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) | | Andrew Bialecki | 09/01/2015(3) | 15,829,184 | — | 0.0125 | 08/31/2025 | — | — | | | 09/29/2015(4) | 5,600,000 | — | 0.0125 | 09/28/2025 | — | — | | Steve Rowland | 08/01/2023(5) | — | — | — | — | 820,990 | 22,807,102 | | Landon Edmond | 02/02/2021(6) | — | — | — | — | 101,534 | 2,820,615 | | | 03/31/2023(7) | — | — | — | — | 127,500 | 3,541,950 | | | 09/19/2023(8) | — | — | — | — | 176,250 | 4,896,225 | | Amanda Whalen | 05/09/2022(9) | — | — | — | — | 343,750 | 9,549,375 | | | 03/31/2023(10) | — | — | — | — | 230,209 | 6,395,206 | | | 09/19/2023(11) | — | — | — | — | 184,000 | 5,111,520 |

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    _______________ (1)All equity awards listed in this table that were granted prior to our IPO were granted pursuant to our 2015 Plan, and all other equity awards listed in this table were granted pursuant to our 2023 Plan. (2)The market value of RSUs is based on the closing price of our Series A common stock on December 29, 2023, the last trading day of the fiscal year ended December 31, 2023, which was $27.78. (3)The shares underlying this option vested in 44 equal monthly installments starting on July 1, 2016, subject to the named executive officer’s continued service with the company through each such date. (4)The shares underlying this option vested in 48 equal monthly installments starting on September 1, 2015, subject to the named executive officer’s continued service with the company through each such date. (5)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting condition, with 25% of the RSUs satisfying the time and service vesting condition on the first anniversary of August 15, 2023, and the remaining portion of the award satisfying the time and service vesting condition in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. The liquidity event vesting condition was satisfied upon our IPO. (6)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting condition, with 25% of the total number of RSUs originally granted pursuant to the award (406,136 RSUs), minus any RSUs previously cancelled, satisfying the time and service vesting condition on the nine-month anniversary of February 15, 2021, and the remaining of the RSUs satisfying the time and service vesting condition in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. The liquidity event vesting condition was satisfied upon our IPO. (7)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting condition, with 40% of the RSUs satisfying the time and service vesting condition in 8 equal quarterly installments following February 15, 2023, and the remaining 60% of the RSUs satisfying the time and service vesting condition in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. The liquidity event vesting condition was satisfied upon our IPO. (8)48% of the RSUs subject to this award vest in 8 equal quarterly installments following August 15, 2023, 22% of the RSUs vest in 4 equal quarterly installments thereafter, and the remaining 30% of the RSUs vest in 4 equal quarterly installments, subject to the named executive officer’s continued service with the company through each such date. (9)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting condition, with 25% of the RSUs satisfying the time and service vesting condition on the first anniversary of May 15, 2022, and the remaining portion of the award satisfying the time and service vesting condition in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. The liquidity event vesting condition was satisfied upon our IPO. (10)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting condition, with 40% of the RSUs satisfying the time and service vesting condition in 8 equal quarterly installments following February 15, 2023, and the remaining 60% of the RSUs satisfying the time and service vesting condition in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. The liquidity event vesting condition was satisfied upon our IPO. (11)32% of the RSUs subject to this award vest in 4 equal quarterly installments following August 15, 2023, 27% of the RSUs vest in 4 equal quarterly installments thereafter, 18% of the RSUs vest in 4 equal quarterly installments thereafter, and the remaining 23% of the RSUs vest in 4 equal quarterly installments, subject to the named executive officer’s continued service with the company through each such date.

  25. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors and officers, except liability for the following: •any breach of their duty of loyalty to our company or our stockholders; •any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; •for our directors, unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); •any transaction from which they derived an improper personal benefit; or •for our officers, any derivative action by or in the right of the corporation. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors and officers of corporations, then the personal liability of our directors and officers will be further limited to the greatest extent permitted by the DGCL. In addition, our Bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws further provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws also provide that we must advance expenses incurred by or on behalf of a director in advance of the final disposition of any action or proceeding, subject to very limited exceptions and that we may advance expenses incurred by or on behalf of our officers in advance of the final disposition of any action or proceeding. Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. The limitation of liability and indemnification provisions that are included in our amended and restated certificate of incorporation, Bylaws, and indemnification agreements that we have entered into (or may enter into in the future) with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and our other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification. We have obtained insurance policies under which, subject to the limitations of these policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law. Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.