DEF 14A of Klaviyo, Inc., Apr 23, 2025

DEF 14A of Klaviyo, Inc.

Filed Apr 23, 2025 · FY20240001835830-25-000041

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 II director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their names, ages, independence, and certain other information, as well as their membership on our committees, as of April 15, 2025: Legend: C = Chair; M = Member 4

  3. Director Experience and Qualifications

    Director Experience and Qualifications The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by the Class II director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting because of their particular relevance to our business and strategy. The following matrix does not encompass all experience, qualifications, attributes or skills of our director nominees. Set forth below is biographical information for the Class II 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 to recommend them for board service. 5

  4. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting

  5. Ed Hallen

    Ed Hallen Co-founder & Chief Strategy Officer, Klaviyo Age: 43 Director Since: 2012 Committees: None Experience: Mr. Hallen is a co-founder and has served as Chief Strategy Officer of Klaviyo since November 2024. Prior to that, Mr. Hallen held various roles within the Company from September 2012 to July 2016, before returning to the Company in July 2021 as our Chief Product Officer. Mr. Hallen is also the co-founder of Team Engine, a text-first human resources and operations platform, which he founded in January 2018 and served as Chief Executive Officer until April 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 B.S. in Systems Engineering from the University of Virginia and an M.B.A. from the Massachusetts Institute of Technology’s Sloan School of Management. Qualifications: 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 because of his knowledge of our company and our business, his experience building our company and serving in various leadership roles, and his insight into our corporate strategy as our Chief Strategy Officer. Other Current Public Company Boards: None

  6. Michael Medici

    Michael Medici Managing Director, Summit Partners L.P. Age: 46 Director Since: 2019 Committees: Compensation Committee, Member Experience: 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 Corporation (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 B.S. in Finance and International Business from Georgetown University. Qualifications: We believe that Mr. Medici is qualified to serve as a member of our Board because of his extensive business experience and his past and current experience serving as a director of publicly traded companies. Other Current Public Company Boards: Markforged Holding Corporation (NYSE: MKFG) 6

  7. Roxanne Oulman

    Roxanne Oulman Former Executive Vice President & Chief Financial Officer, Medallia, Inc. Age: 53 Director Since: 2023 Committees: Audit Committee, Member Experience: Ms. Oulman served as Executive Vice President and Chief Financial Officer of Medallia, Inc. ("Medallia") from November 2018 to June 2022. Medallia, a cloud-based customer experience management software company, 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. Ms. Oulman currently serves as a director at Western Digital Corporation (NASDAQ: WDC) and various private companies, and formerly served as a director at CalAmp Corp. (NASDAQ: CAMP), a data intelligence and cloud services software company, from August 2018 to July 2024. Ms. Oulman holds a B.S. in Accounting from Minnesota State University, Mankato and an M.B.A. from the University of the Pacific’s Eberhardt School of Business. Qualifications: We believe that Ms. Oulman is qualified to serve as a member of our Board 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. Other Current Public Company Boards: Western Digital Corporation (NASDAQ: WDC) 7

  8. 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

  9. Jennifer Ceran

    Jennifer Ceran Former Chief Financial Officer, Smartsheet, Inc. Age: 61 Director Since: 2021 Committees: Audit Committee, Chair; Nominating and Corporate Governance Committee, Member Experience: Ms. Ceran served as Interim Chief Financial Officer of Klaviyo from November 2021 to May 2022. Ms. Ceran also previously served as Chief Financial Officer of Smartsheet Inc. (“Smartsheet”), 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). Ms. Ceran holds a B.A. in Communications and French from Vanderbilt University and an M.B.A. in Finance and Accounting from the University of Chicago’s Booth School of Business. Qualifications: We believe that Ms. Ceran is qualified to serve as a member of our Board 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. Other Current Public Company Boards: Riskified Ltd. (NYSE: RSKD), NerdWallet, Inc. (NASDAQ: NRDS)

  10. Chano Fernandez

    Chano Fernandez Co-CEO, Eightfold.ai Age: 55 Director Since: 2023 Committees: Compensation Committee, Chair Experience: Mr. Fernandez currently serves as Co-CEO for Eightfold.ai, a Talent Intelligence 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 B.S. in Physics from the University of Salamanca and an M.B.A. from the Instituto de Empresa, both in Spain. Qualifications: We believe that Mr. Fernandez is qualified to serve as a member of our Board because of his extensive management and leadership experience and experience as a Co-Chief Executive Officer and director of a publicly traded company. Other Current Public Company Boards: None 8

  11. Susan St. Ledger

    Susan St. Ledger Former President, Worldwide Field Operations, HashiCorp, Inc. Age: 60 Director Since: 2023 Committees: Compensation Committee, Member Experience: Ms. St. Ledger served as President, Worldwide Field Operations at HashiCorp, Inc. (NASDAQ: HCP) (“Hashicorp”), a cloud infrastructure automation company, from July 2023 to March 2025, when Hashicorp was acquired by International Business Machines Corporation (NYSE: IBM). She also served as a director at Hashicorp from November 2019 to March 2025. 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 B.S. in Computer Science from the University of Scranton. Qualifications: We believe that Ms. St. Ledger is qualified to serve as a member of our Board because of her extensive management and leadership experience and prior experience as a director of a publicly traded company. Other Current Public Company Boards: None

  12. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027

  13. Andrew Bialecki

    Andrew Bialecki Co-Founder, Chairperson & Chief Executive Officer, Klaviyo, Inc. Age: 39 Director Since: 2012 Committees: None Experience: Mr. Bialecki is a co-founder and Chief Executive Officer (“CEO”) of Klaviyo. 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 B.A. in Physics, Astronomy and Astrophysics from Harvard University. Qualifications: 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 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 CEO. Other Current Public Company Boards: None 9

  14. Ping Li

    Ping Li Partner, Accel Age: 52 Director Since: 2020 Committees: Nominating and Corporate Governance Committee, Member Experience: 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. Mr. Li also serves or has served as a director of several private companies. Mr. Li received an A.B. in Economics from Harvard University and an M.B.A from Stanford University. Qualifications: We believe that Mr. Li is qualified to serve as a member of our Board because of his extensive business experience in the technology sector and his past and current experience serving as a director of publicly traded companies. Other Current Public Company Boards: None

  15. Tony Weisman

    Tony Weisman Chief Executive Officer, SnapPoint LLC Age: 65 Director Since: 2021 Committees: Nominating and Corporate Governance Committee, Chair; Audit Committee, Member Experience: Mr. Weisman 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 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 B.A. in Political Science from Brown University. Qualifications: We believe that Mr. Weisman is qualified to serve as a member of our Board because of his extensive experience in the marketing industry and experience as a director of a publicly traded company. Other Current Public Company Boards: None 10

  16. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  17. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board is responsible for nominating members for election to our Board by our stockholders at the annual meeting of stockholders. Our Board is also responsible for filling vacancies on our Board that may occur between annual meetings of stockholders. Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating, and recommending candidates to serve as directors of our company to our Board in accordance with the committee’s charter, our policies, our amended and restated certificate of incorporation, our amended and restated bylaws (our “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 director candidates. Candidates may be recommended to our Nominating and Corporate Governance Committee by directors, officers, employees, stockholders, or third parties. 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. When evaluating director nominees, our Board and Nominating and Corporate Governance Committee may take into consideration a number of factors including, among other things, the current size, composition, and needs of our Board and the respective committees of our Board, Klaviyo’s current operating requirements, the candidates’ character, integrity, judgment, independence, skills, education, areas of expertise, business acumen, corporate experience, length of service, understanding of our business and industry, understanding of fiduciary responsibilities, potential conflicts of interest, and other commitments. Our Board and Nominating and Corporate Governance Committee evaluate the foregoing factors, among others, and do not assign any particular weighting or priority to any of the factors. In the case of incumbent directors whose terms of office are set to expire, our Board reviews such directors’ overall service to our company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. Our Nominating and Corporate Governance Committee regularly assesses the appropriate size, composition, and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. Based on the results of the evaluation process, our Nominating and Corporate Governance Committee recommends director candidates to our Board for consideration and approval as director nominees for election. Our Board believes that diverse perspectives and backgrounds in its membership is important to serving the long-term interests of our stockholders. To that end, in identifying potential independent director candidates, our Nominating and Corporate Governance Committee will include candidates with diverse perspectives and backgrounds as it deems appropriate given the current needs of our Board and our company.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee director compensation policy 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 and its committees, as set forth below:

  20. Non-Employee Director Compensation Policy

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

  21. 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, each non- employee director will be granted a restricted stock unit (“RSU”) 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 RSU 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. Any director who is also an employee of our company does not receive additional compensation for their service as a director beyond the compensation they receive for serving as our employee. We will reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors in attending meetings of our Board 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 and $750,000 for any other calendar year. 17

  22. 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 during the fiscal year ended December 31, 2024. 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 in 2024 for their services as members of our Board. During the fiscal year ended December 31, 2024, Andrew Bialecki, our CEO, and Ed Hallen, our Chief Strategy Officer, both served as members of our Board as well as employees. Mr. Bialecki and Mr. Hallen did not receive any additional compensation for their services as members of our Board 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.”

  23. Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Jennifer Ceran | 57,250 | 192,652 | 249,902 | | Chano Fernandez(3) | 46,833 | 192,652 | 239,485 | | Ping Li(4) | — | — | — | | Michael Medici(4) | — | — | — | | Roxanne Oulman | 43,000 | 192,652 | 235,652 | | Susan St. Ledger | 40,500 | 192,652 | 233,152 | | Tony Weisman(5) | 64,648 | 192,652 | 257,300 |

  24. Director Compensation Table

    _______________ (1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our non-employee members of our Board during the fiscal year ended December 31, 2024, 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 the 2024 Annual Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the directors. (2)The following table presents the aggregate number of unvested stock awards held by our non-employee directors as of December 31, 2024.

  25. Director Compensation Table

    | Name | Number of Unvested Stock Awards Held as of December 31, 2024 | | Jennifer Ceran | 8,532 | | Chano Fernandez | 55,199 | | Ping Li | — | | Michael Medici | — | | Roxanne Oulman | 55,199 | | Susan St. Ledger | 55,199 | | Tony Weisman | 8,532 |

  26. Director Compensation Table

    (3)Mr. Fernandez was appointed as the chair of our Compensation Committee on February 26, 2024, after serving as a member of our Compensation Committee until that date. (4)Mr. Li and Mr. Medici each elected to waive his right to receive any non-employee director compensation. (5)Mr. Weisman was appointed as a member of our Audit Committee on August 1, 2024. 18

  27. Other Named Executive Officers

    | Compensation Element | Fiscal Year 2024 Design and Rationale | | Base Salaries | •Our Compensation Committee maintained the annual base salaries of our Other NEOs at their fiscal year 2023 levels, with the exception of Ms. Galvin, who joined Klaviyo on April 15, 2024. | | Annual Performance-Based Cash Bonus | •After achieving the performance objectives established under the Bonus Plan at 97.5%, our Compensation Committee exercised negative discretion, reducing the bonus payments for our Other NEOs to 76.2% of target, in order to more closely align with the achievement of goals established for our broader employee population. | | Long-Term Equity Incentive | •Our Compensation Committee granted RSU awards to our Other NEOs with three-year vesting periods (other than Ms. Galvin). •Ms. Galvin was granted an RSU award with a four-year vesting period as a newly hired executive officer of Klaviyo in April 2024. |

  28. Section 2 - Executive Compensation Objectives, Policies, and Practices

    | What We Do | What We Don’t Do | | •Our Compensation Committee consists solely of independent members of our Board. •Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. •Our Compensation Committee uses a representative peer group of comparable technology, internet, and software companies, as well as relevant compensation survey data, when setting executive compensation. •Our annual performance-based cash bonus is tied to achievement of specific, objective corporate performance metrics established each year and subject to threshold attainment and payout caps. •Our equity awards have multi-year vesting requirements to emphasize long-term incentives. •We maintain stock ownership guidelines for our executive officers and directors (6x base salary for CEO; 5x annual cash retainer for directors; 2x base salary for other executive officers). •We maintain a clawback policy that applies to both performance-based cash and equity compensation. •We conduct an annual advisory vote on named executive officer compensation. | •We generally do not allow hedging or pledging of Klaviyo stock. •Our Compensation Committee does not guarantee executive salary increases, bonuses, or equity awards. •We do not offer fixed term (vs. “at-will”) employment for our named executive officers. •We do not provide single-trigger vesting acceleration of the equity-based awards granted to our named executive officers upon a change in control. •We do not provide tax reimbursements or gross- ups on executive change-in-control payments. •We do not offer special executive welfare, health benefits, or retirement plans not available to our employees generally. •We do not provide any material perquisites to our named executive officers. |

  29. Section 2 - Executive Compensation Objectives, Policies, and Practices

    The portion of total potential compensation which is at risk consists of (i) our annual performance-based cash bonuses and (ii) time-vesting RSU awards with vesting dependent upon continued employment of the recipient over the vesting period and whose ultimate value to the executive officer is dependent upon the performance of our Series A common stock price. The portion of total potential compensation which is not at risk consists of (i) base salaries that are generally comparable to those offered by other companies with which we compete for executive talent and (ii) benefits consistent with those available to our other employees. Considerations of Say-on-Pay Vote In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”); therefore, we were not required to hold a non-binding, advisory vote on the compensation of our named executive officers (a “Say-on-Pay” vote). We are holding our first Say-on-Pay vote at this year’s Annual Meeting. Because we value the opinions of our stockholders, our Board and our Compensation Committee will consider the outcome of the Say-on-Pay Vote, the “Say-on-Frequency” vote described in Proposal Four of this Proxy Statement, as well as feedback received throughout the year, when making compensation decisions for our named executive officers in the future. 26 Elements of Our Fiscal Year 2024 Compensation Program Our executive compensation program generally consists of the following three principal components: base salary, annual performance-based cash bonus, and long-term equity incentive compensation. We also provide our executive officers with benefits available to all of our employees, including retirement benefits under Klaviyo’s 401(k) plan and participation in employee benefit plans. The below chart summarizes the three main elements of our executive compensation, their objectives, and key features.

  30. Role of Our Compensation Committee

    Role of Our Compensation Committee Our Compensation Committee oversees our compensation structure, policies, plans, and programs, with the goal of attracting and retaining top quality executive management, motivating management to achieve our corporate goals and strategies, and aligning the interests of management with the long-term interest of our stockholders. As part of these responsibilities, our Compensation Committee reviews and determines all compensation paid to our executive officers, including our named executive officers. Our Compensation Committee meets periodically throughout the year to, among other responsibilities, manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance incentive bonus, and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines appropriate. Our Compensation Committee does not delegate authority to approve executive officer compensation and does not maintain a formal policy regarding the timing of equity awards to our executive officers. For additional information about composition and responsibilities of our Compensation Committee, please see the section titled “Information Regarding the Board of Directors and Corporate Governance.”

  31. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee has the authority to retain or obtain the advice of its own compensation consultants, legal counsel, and/or other advisers, as determined in its sole discretion, to assist in carrying out its responsibilities. Our Compensation Committee has the sole responsibility for the appointment, retention, compensation, and oversight of the work of any consultant it retains. Our Compensation Committee retained Compensia as its independent compensation consultant for the fiscal year ended December 31, 2024. Compensia’s engagement included: •Providing input on the selection of a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices, and considering different compensation programs; •Conducting market research and analysis to advise our Compensation Committee in developing executive compensation levels, including appropriate salaries, target bonus amounts, and equity awards for members of management, including our named executive officers; •Periodically reviewing and advising on compensation trends, risks and regulatory developments; •Reviewing market and peer group equity usage metrics to assist with understanding our equity practices relative to market; and •Conducting a review of our director compensation policies and practices. Compensia representatives attended our Compensation Committee meetings and periodically met with members of our management team in the course of carrying out their advisory work. Our Compensation Committee has assessed the independence of Compensia as compensation consultant, taking into account relevant factors set forth in the NYSE listing standards in accordance with guidelines set by the SEC. Based on its analysis, our Compensation Committee determined that the work of Compensia, and the individual compensation advisors employed by Compensia, does not create any conflict of interest under SEC rules and applicable stock exchange listing standards. 28

  32. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies and companies with which we compete for top talent. To this end, our Compensation Committee selected a peer group of the publicly-traded companies to be used in connection with assessing our compensation practices with input from its independent compensation consultant, Compensia. In late 2023, Compensia proposed, and the Compensation Committee approved, a group of public companies that are reasonably comparable to Klaviyo in terms of industry and financial characteristics to provide management and the Compensation Committee with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to those at Klaviyo. Our peer group with respect to executive compensation for the fiscal year ended December 31, 2024 was as follows:

  33. Use of Competitive Market Compensation Data

    | Fiscal Year 2024 Peer Group | | | | Asana | Five9 | Shopify | | BILL Holdings | Freshworks | Smartsheet | | Braze | GitLab | Snowflake | | Cloudflare | Hubspot | Squarespace | | Confluent | MongoDB | Zoominfo Technologies | | CrowdStrike Holdings | Okta | Zscaler | | Datadog | Samsara | |

  34. Use of Competitive Market Compensation Data

    In determining executive compensation for the fiscal year ended December 31, 2024, our Compensation Committee reviewed data from the above-listed primary peer group. Our Compensation Committee reviews our peer group with input from the independent compensation consultant at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Using data compiled from the peer companies, Compensia prepared, and our Compensation Committee reviewed, a range of market data reference points with respect to base salary, performance bonuses, total target cash compensation (base salary and the annual target performance bonus), equity compensation grant value, and target total direct compensation (total target cash compensation and equity compensation grant value) with respect to each of the named executive officers. Market data is only one of the factors that our Compensation Committee considers in making compensation decisions. Our Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  35. Section 3 - 2024 Executive Compensation Program

    _______________ (1)Ms. Galvin started her employment with us in April 2024. Annual Performance-Based Cash Bonus In addition to base salary, we provide our executive officers the opportunity to earn cash bonuses under the Bonus Plan. The Bonus Plan provides for annual cash bonus payments based upon company and individual performance targets established by our Compensation Committee. The Bonus Plan provides incentive compensation that is specifically designed to motivate our executive officers to achieve pre-established, company-wide financial objectives set by our Compensation Committee and to reward them for results and achievements in a given year. Our Compensation Committee believes that the Bonus Plan’s performance metrics contribute to driving long-term stockholder value, play an important role in influencing management performance, and help attract, motivate, and retain our named executive officers and other employees. The annual target bonus opportunities for our named executive officers are determined by our Compensation Committee and expressed as a percentage of each individual’s annual base salary, as adjusted by our Compensation Committee pursuant to its review described above. Earned bonus amounts, if any, are paid out in cash. In February 2024, our Compensation Committee reviewed the performance-based cash bonus opportunities of our named executive officers, taking into consideration the competitive market analysis prepared by its independent compensation consultant and the recommendations of management, as well as the other factors described under the section titled “Factors Used in Determining Executive Compensation.” Following this review, the target bonus opportunities approved by our Compensation Committee for each of our named executive officers for the fiscal year ended December 31, 2024 were as follows:

  36. Section 3 - 2024 Executive Compensation Program

    | Named Executive Officer | Fiscal Year 2024 Target Bonus Opportunity (% of Base Salary) | Fiscal Year 2024 Target Bonus Opportunity ($) | Percentage Adjustment from Fiscal Year 2023(1) | | Andrew Bialecki(2) | N/A | N/A | N/A | | Amanda Whalen | 20% | 125,000 | N/A | | Carmel Galvin | 20% | 106,000 | N/A | | Steve Rowland | 67% | 400,000 | —% | | Landon Edmond | 20% | 104,000 | N/A |

  37. Section 3 - 2024 Executive Compensation Program

    _______________ (1)During the fiscal year ended December 31, 2023, Mr. Rowland was eligible to earn a cash bonus based upon attainment of a corporate performance target determined by our Compensation Committee. The bonus target for Mr. Rowland was $200,000, which was prorated to account for his partial 30 year of employment starting in July 2023. His target bonus opportunity did not change on an annualized basis. No other named executives were eligible to earn target bonus in the fiscal year ended December 31, 2023. (2)Mr. Bialecki did not participate in the Bonus Plan. Executive Bonus Goal Setting In April 2024, our Compensation Committee approved the performance metrics and their relative weighting for the performance-based cash bonus awards under the Bonus Plan for the fiscal year ended December 31, 2024. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our Board and finalized in the first quarter of fiscal year 2024. For the fiscal year ended December 31, 2024, our Compensation Committee determined that the performance goals for our named executive officers would be composed of corporate performance goals consisting of revenue and non-GAAP operating income, with 75% of the bonus payout eligibility based on achievement of the revenue target and 25% of the bonus payout eligibility based on achievement of the non-GAAP operating income target. See Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP financial measures and other information. With respect to the revenue component, if the actual performance for the fiscal year ended December 31, 2024 was less than 95% of target, no payment would be earned with respect to that target. For additional percentage achievement between 95% and 100% of target, the percentage of target bonus earned would increase by the additional percentage, and for any additional percentage achievement between 100% and 105% of target, the percentage of target bonus earned would increase by double the additional percentage, with the target bonus earned capped at 110%. With respect to the non-GAAP operating income component, if the actual performance for the fiscal year ended December 31, 2024 was less than 90% of target, no payment would be earned with respect to that target. For additional percentage achievement between 90% and 100% of target, the percentage of target bonus earned would increase by the additional percentage, and for any additional percentage achievement between 100% and 105% of target, the percentage of target bonus earned would increase by double the additional percentage, with the target bonus earned capped at 110%. Our Compensation Committee believes that these goals represent rigorous objectives for our named executive officers and align with our stockholders’ interests by incentivizing long-term, efficient growth. Our Compensation Committee intended the performance goals for our named executive officers to be challenging to attain based on analysis of external market factors and internal forecasts. Our Compensation Committee set high thresholds, below which result in no bonus payment with respect to that metric, to ensure that incentive payments would require significant achievement. Total potential payments were capped at 110% of the target bonus opportunities to manage potential incentive compensation costs and avoid incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our executive officers. Our Compensation Committee has the authority to exercise discretion to award cash bonuses absent attainment of the relevant performance goals or to reduce or increase the size of any bonus amount. 2024 Bonus Payouts In early 2025, our Compensation Committee assessed our performance under the Bonus Plan using the process described above. For the fiscal year ended December 31, 2024, our achievement against the target performance levels under the Bonus Plan, prior to the use of negative discretion, as well as the actual funding, were as follows: First, our Compensation Committee measured actual Bonus Plan performance, prior to the use of negative discretion, against the pre-established target levels for the fiscal year. Based on a relative weighting of 75% for the revenue performance measure and 25% for the non-GAAP operating income performance measure, the total achievement percentage for the fiscal year ended December 31, 2024 was approximately 97.5%. After considering the recommendation of our CEO, our Compensation Committee exercised negative discretion and reduced the bonus payments for our executive 31 officers to 76.2% of their target bonus opportunity to more closely align with the achievement of goals established for our broader employee population. The actual bonus payout for each of our named executive officers is calculated by multiplying the named executive officer’s target bonus opportunity by 76.2% (prorated, in the case of Ms. Galvin). As a result, the total payments to our named executive officers under the Bonus Plan for the fiscal year ended December 31, 2024 were as follows:

  38. Section 3 - 2024 Executive Compensation Program

    | Named Executive Officer | Fiscal Year 2024 Target Bonus Opportunity ($) | Fiscal Year 2024 Actual Bonus Paid ($) | | Andrew Bialecki | — | — | | Amanda Whalen | 125,000 | 95,250 | | Carmel Galvin(1) | 106,000 | 57,536 | | Steve Rowland | 400,000 | 304,800 | | Landon Edmond | 104,000 | 79,248 |

  39. Section 3 - 2024 Executive Compensation Program

    _______________ (1)Ms. Galvin joined Klaviyo on April 15, 2024, and her annual target bonus opportunity was determined by our compensation committee and expressed as a percentage of her annual base salary. Her bonus payout was prorated to account for her partial year of employment starting on April 15, 2024, and the amount of actual bonus paid shown in the table above represents the prorated amount. The performance-based bonus payments under the Bonus Plan for the fiscal year ended December 31, 2024 were made in cash in March 2025. Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We believe that equity awards provide our executive officers with a strong link to our long-term performance, create an ownership culture, and help to align the interests of our executive officers and our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. In addition, we believe that equity awards promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period. Long-term incentive compensation in the form of equity awards are granted to our executive officers by our Compensation Committee. As with other elements of compensation, our Compensation Committee determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after taking into consideration the individual executive officer’s responsibilities and performance, existing equity retention profiles, our total annual projected equity budget, and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than our CEO, our Compensation Committee also takes into account the recommendations of our CEO with respect to appropriate grants as well as performance and impact, scope of role, retention goals and other circumstances. The amounts of the equity awards are intended to provide competitively- sized awards and resulting target total direct compensation opportunities that our Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein. For the fiscal year ended December 31, 2024, our Compensation Committee determined to grant executive officers long- term incentive compensation solely in the form of RSUs subject to service-based vesting conditions which may vest and be settled for shares of our Series A common stock. Since the value of RSUs fluctuates with any changes in the value of the underlying shares, they serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because they are subject to a multi-year vesting requirement, RSUs serve as an important tool to motivate and retain our executive officers, since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. As noted above, our CEO was not awarded any RSUs in fiscal year 2024. Prior to our IPO in September 2023, all of the equity incentive awards we granted were made pursuant to our 2015 Stock Incentive Plan (as amended, “2015 Plan”). All of the equity incentive awards granted after our IPO are made pursuant to our 2023 Stock Option and Incentive Plan (as amended, “2023 Plan”). 32 2024 Annual Equity Awards As part of its annual review of our executive compensation program for the fiscal year ended December 31, 2024, and after taking into consideration a peer group analysis, recommendations of our CEO, and the other factors described above, our Compensation Committee granted RSU awards to the following named executive officers for fiscal year 2024 as follows. As noted above, our CEO did not receive any RSU awards for fiscal year 2024.

  40. Section 3 - 2024 Executive Compensation Program

    | Named Executive Officer | Service-Based RSUs (#)(1)(2) | Total Fair Value at Grant Date ($)(3) | | Amanda Whalen | 279,888(4) | 6,566,172 | | Steve Rowland | 203,918(4) | 4,783,916 | | Landon Edmond | 107,956(4) | 2,532,648 |

  41. Section 3 - 2024 Executive Compensation Program

    _______________ (1)Ms. Whalen, Mr. Rowland, and Mr. Edmond received their equity awards in April 2024 as part of their regular annual equity refresh. (2)The RSUs are subject to service-based vesting conditions. (3)The amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers reported under our 2023 Plan, computed 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 the 2024 Annual Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officer. (4)50% of the shares underlying the RSUs vest in 8 equal quarterly installments beginning on May 15, 2024 and the remaining 50% of the shares underlying the RSUs vest in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. New Hire Equity Award In connection with Ms. Galvin’s commencement of employment with us, Ms. Galvin received a sign-on RSU award with respect to 691,144 shares of our Series A common stock with a grant date fair value of $17,140,371. The size and terms of Ms. Galvin’s RSU award were determined by our Compensation Committee after considering competitive market data provided by Compensia, including data about our peers. Ms. Galvin’s RSU award vests over four years, with 86,393 shares underlying the RSUs vested on November 15, 2024 and the remaining shares underlying the RSUs vesting in 14 equal quarterly installments thereafter.

  42. Amanda Whalen

    Amanda Whalen We entered into an employment agreement with Ms. Whalen effective as of August 27, 2023. This employment agreement (the “Whalen Employment Agreement”) has no specific term and provides for at-will employment. The Whalen Employment Agreement sets forth Ms. Whalen’s annual base salary, which is subject to discretionary increase from time to time, her eligibility to participate in our company’s employee benefit plan generally, and her eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for detailed information about the severance and change in control benefits.

  43. Carmel Galvin

    Carmel Galvin Effective as of April 15, 2024, we entered into an employment agreement with Ms. Galvin in connection with her commencement of employment with our company. This employment agreement (the “Galvin Employment Agreement”) has no specific term and provides for at-will employment. The Galvin Employment Agreement sets forth Ms. Galvin’s annual base salary, which is subject to discretionary increase from time to time, a sign-on bonus of $250,000, a relocation bonus of $100,000, her annual performance bonus target, her eligibility to participate in our company’s employee benefit plan generally, and her eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for detailed information about the severance and change in control benefits. 33

  44. Steve Rowland

    Steve Rowland We entered into an employment agreement with Mr. Rowland effective as of August 27, 2023 (the “Rowland Employment Agreement”), which has no specific term and provides for at-will employment. The Rowland Employment Agreement sets forth Mr. Rowland’s annual base salary, which is subject to discretionary increase from time to time, his annual performance bonus target, his eligibility to participate in our company’s employee benefit plan generally, and his eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for detailed information about the severance and change in control benefits.

  45. Landon Edmond

    Landon Edmond We entered into an employment agreement with Mr. Edmond effective as of August 27, 2023. This employment agreement (the “Edmond Employment Agreement,” and together with the Whalen Employment Agreement, the Galvin Employment Agreement, and the Rowland Employment Agreement, the “Named Executive Officer Employment Agreements”) has no specific term and provides for at-will employment. The Edmond Employment Agreement sets forth Mr. Edmond’s annual base salary, which is subject to discretionary increase from time to time, his eligibility to participate in our company’s employee benefit plan generally, and his eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for detailed information about the severance and change in control benefits. Severance and Change in Control Benefits Our offer letters and employment agreements provide our executive officers, including our named executive officers, and certain key employees with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control of our company. The Named Executive Officer Employment Agreements provide that in the event that the employment of the executive officer is terminated by us without “cause” or by the executive officer for “good reason” (each as defined in the applicable agreement), subject to the executive officer signing and complying with a separation agreement and release, the executive officer will be entitled to the following severance benefits: (i) a lump sum cash payment equal to the executive officer’s then-current base salary (or, to the extent applicable, the base salary in effect immediately prior to the change in control, if higher) (plus, in the case of Mr. Rowland, an amount equal to his target bonus for the year of termination) and (ii) if the executive officer elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a monthly payment to the group health plan provider or the COBRA provider for the executive officer (and for his eligible dependents for Mr. Rowland) for up to 12 months. In addition, under the terms of our Bonus Plan in effect during 2024, our named executive officers will also be entitled to receive an additional lump sum cash payment equal to their then-current performance bonus target without regard to actual performance and without proration. In addition, the Named Executive Officer Employment Agreements provide that in the event that the employment of the executive officer is terminated by us without “cause” or by the executive officer for “good reason,” in each case, within 3 months prior to and 12 months following a “change in control” (as defined in the applicable agreement) of Klaviyo (the “CIC Period”), all of the then outstanding and unvested portion of the executive officer’s stock options and other stock- based awards that are subject solely to time-based vesting will become fully vested and exercisable or nonforfeitable, as applicable. The payments and benefits provided to our executive officers in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). These payments and benefits may also subject an eligible participant, including our named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient. See the section titled “Potential Payments Upon Termination or Change in Control” below for an estimate of the potential payments and benefits payable to our named executive officers under these arrangements. Given the nature and competitiveness of our industry, our Compensation Committee believes the severance and change in control benefits are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. Welfare and Health Benefits Our full-time employees in the U.S., including our named executive officers, currently participate in various health and welfare employee benefits under plans sponsored by us. These plans offer various benefits, including medical, dental, and 34 vision coverage; life, accidental death and dismemberment, and disability coverage; health savings accounts; flexible spending accounts; and wellness and commuter benefits, among others. The cost of this coverage is primarily paid for by us, with employees paying a portion of the cost through payroll deductions. We pay the premiums for the life, accidental death and dismemberment, and disability insurance for all of our employees, including our named executive officers. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide material perquisites or other personal benefits to our named executive officers. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits for our named executive officers will be approved and subject to periodic review by our Compensation Committee. 401(k) Plan We maintain a retirement savings plan (the “401(k) plan”), that is intended to qualify for favorable tax treatment under Section 401(a) of the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 18 years of age are generally eligible to participate in the 401(k) plan. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We make discretionary matching contributions and qualified non-elective contributions under the 401(k) plan. Non-qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate. Employee Stock Purchase Plan We offer our employees, including our named executive officers, the opportunity to purchase shares of our Series A common stock at a discount under our 2023 Employee Stock Purchase Plan (“2023 ESPP”). Pursuant to our 2023 ESPP, all eligible employees, including our named executive officers, may allocate up to 15% of their eligible compensation for the relevant purchase period to purchase our Series A common stock at a 15% discount to the lower of (i) the fair market value of our Series A common stock at the beginning of each offering period and (ii) the fair market value of our Series A common stock on the applicable purchase date, subject to specified limits. Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our Series A common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without

  46. Summary Compensation Table

    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, 2024, 2023, and 2022.

  47. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Andrew Bialecki Chief Executive Officer | 2024 | 75,000 | — | — | — | 3,030 | 78,030 | | | 2023 | 75,000 | — | — | — | 3,031 | 78,031 | | | 2022 | 78,670 | — | — | — | 3,147 | 81,817 | | Amanda Whalen(4) Chief Financial Officer | 2024 | 625,000 | — | 6,566,172 | 95,250 | 13,799 | 7,300,221 | | | 2023 | 512,500 | — | 12,510,825 | — | 13,546 | 13,036,871 | | | 2022 | 274,244 | — | 20,872,500 | — | 10,970 | 21,157,714 | | Carmel Galvin(5) Chief People Officer | 2024 | 377,116 | 350,000(6) | 17,140,371 | 57,536 | 815 | 17,925,838 | | Steve Rowland(7) President | 2024 | 600,000 | — | 4,783,916 | 304,800 | 9,108 | 5,697,825 | | | 2023 | 300,000 | 100,000(8) | 20,516,540 | 198,298 | 4,125 | 21,118,963 | | Landon Edmond(9) Chief Legal Officer | 2024 | 520,000 | — | 2,532,648 | 79,248 | 13,799 | 3,145,695 | | | 2023 | 460,000 | — | 12,592,985(10) | — | 13,385 | 13,066,370 | | | 2022 | 416,171 | — | — | — | 1,512,805(11) | 1,928,976 |

  48. 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 the 2024 Annual Report. 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 bonuses earned by our named executive officers pursuant to the Bonus Plan. For a description of the bonuses earned by our named executive officers during the fiscal year ended December 31, 2024, please see the section titled “2024 Bonus Payouts.” During the fiscal year ended December 31, 2023, Mr. Rowland was eligible to earn a cash bonus based upon attainment of a revenue target determined by our Compensation Committee. The bonus target for Mr. Rowland was $200,000, which was prorated to account for his partial year of employment starting in July 2023. (3)The amounts reported represent 401(k) matching contributions made by us, unless noted otherwise. (4)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. For fiscal year ended December 31, 2023, Ms. Whalen’s annual base salary was $400,000 until August 27, 2023, when it was increased to $625,000. (5)Ms. Galvin started her employment with us in April 2024. Accordingly, the amount reported in the Salary column for the fiscal year ended December 31, 2024 reflects her partial year of service in that role. (6)The amount reported represents (i) a one-time sign-on bonus of $250,000 and (ii) a relocation bonus of $100,000 paid in connection with Ms. Galvin joining our company in April 2024. (7)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. (8)The amount reported represents a one-time sign-on bonus paid in connection with Mr. Rowland joining our company in July 2023. (9)For fiscal year ended December 31, 2023, Mr. Edmond’s annual base salary was $400,000 until August 27, 2023, when it was increased to $520,000. (10)The amount reported represents, during the fiscal year ended December 31, 2023, (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 awards granted to Mr. Edmond in an amount of $9,231,000. (11)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. 38

  49. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2024.

  50. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Andrew Bialecki | — | — | — | — | — | — | — | | Amanda Whalen | Annual Cash | — | 28,125 | 125,000 | 137,500 | — | — | | | RSU Award | 4/15/2024 | — | — | — | 279,888(3) | 6,566,172 | | Carmel Galvin | Annual Cash | — | 23,850 | 106,000 | 116,600 | — | — | | | RSU Award | 5/15/2024 | — | — | — | 691,144(4) | 17,140,371 | | Steve Rowland | Annual Cash | — | 90,000 | 400,000 | 440,000 | — | — | | | RSU Award | 4/15/2024 | — | — | — | 203,918(3) | 4,783,916 | | Landon Edmond | Annual Cash | — | 23,400 | 104,000 | 114,400 | — | — | | | RSU Award | 4/15/2024 | — | — | — | 107,956(3) | 2,532,648 |

  51. Grants of Plan-Based Awards in Fiscal Year 2024

    _______________ (1)These amounts represent the annual cash bonus amounts that each of our participating named executive officers is eligible to earn in the fiscal year ended December 31, 2024 under the Bonus Plan based on our company’s attainment of a specified amount of revenue (weighted at 75%) and non- GAAP operating income (weighted at 25%). The amounts shown in the “Threshold” column represent a bonus payout if our non-GAAP operating income is at least 90% of the non-GAAP operating income target and the minimum revenue performance metric is not met. If neither the minimum non-GAAP operating income performance metric nor the minimum revenue performance metric is met, no cash bonus will be paid. The amounts shown in the “Maximum” column represent the maximum bonus payout if the highest tier of revenue and non-GAAP operating income under the Bonus Plan is achieved or exceeded and reflect a maximum payout capped at 110% of the amounts shown in the “Target” column. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. See Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP financial measures and other information. (2)These amounts reported represent the aggregate grant date fair value of the RSUs awards granted to our participating 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 the 2024 Annual Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officers. (3)The shares underlying the RSU award are subject to service-based vesting conditions. 50% of the shares underlying the RSUs vest in 8 equal quarterly installments beginning on May 15, 2024 and the remaining 50% of the shares underlying the RSUs vest in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. (4)The shares underlying the RSU award are subject to service-based vesting conditions. 86,393 shares underlying the RSUs vested on November 15, 2024 and the remaining shares underlying the RSUs vest in 14 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. 39

  52. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  53. Outstanding Equity Awards as of December 31, 2024

    | | | 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 ($) | Option Expiration Date | Number of Shares of Stock or Units That Have Not Vested (#) | Market Value of Shares of Stock or Units That Have Not Vested ($)(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 | — | — | | Amanda Whalen | 05/09/2022(5) | — | — | — | — | 206,250 | 8,505,750 | | | 03/31/2023(6) | — | — | — | — | 176,042 | 7,259,972 | | | 09/19/2023(7) | — | — | — | — | 122,500 | 5,051,900 | | | 04/15/2024(8) | — | — | — | — | 227,409 | 9,378,347 | | Carmel Galvin | 05/15/2024(9) | | | | | 604,751 | 24,939,931 | | Steve Rowland | 08/01/2023(10) | — | — | — | — | 564,432 | 23,277,176 | | | 04/15/2024(8) | | | | | 165,684 | 6,832,808 | | Landon Edmond | 03/31/2023(11) | — | — | — | — | 97,500 | 4,020,900 | | | 09/19/2023(12) | — | — | — | — | 131,250 | 5,412,750 | | | 04/15/2024(8) | | | | | 87,715 | 3,617,367 |

  54. Outstanding Equity Awards as of December 31, 2024

    _______________ (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 31, 2024, the last trading day of the fiscal year ended December 31, 2024, which was $41.24. (3)The option grant became fully vested as of March 1, 2020. (4)The option grant became fully vested as of September 1, 2019. (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 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. (6)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. (7)The shares underlying the RSU award are subject to service-based vesting conditions. 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. (8)The shares underlying the RSU award are subject to service-based vesting conditions. 50% of the shares underlying the RSUs vest in 8 equal quarterly installments beginning on May 15, 2024 and the remaining 50% of the shares underlying the RSUs vest in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. (9)The shares underlying the RSU award are subject to service-based vesting conditions. 86,393 shares underlying the RSUs vested on November 15, 2024 and the remaining shares underlying the RSUs vest in 14 equal quarterly installments thereafter, subject to the named executive officer’s continued service with the company through each such date. (10)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. (11)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. (12)The shares underlying the RSU award are subject to service-based vesting conditions. 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. 40

  55. Fiscal Year 2024 Stock Option Exercises and Stock Vested

    Fiscal Year 2024 Stock Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises and stock vested during the fiscal year ended December 31, 2024 with respect to our named executive officers.

  56. Fiscal Year 2024 Stock Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Andrew Bialecki | — | — | | Amanda Whalen | 305,646 | 9,283,666 | | Carmel Galvin | 86,393 | 3,037,578 | | Steve Rowland | 294,792 | 9,506,946 | | Landon Edmond | 196,775 | 5,981,527 |

  57. Fiscal Year 2024 Stock Option Exercises and Stock Vested

    _______________ (1)The value realized on vesting is based on the total number of shares of our common stock issued to each named executive officer upon the vesting of the RSU award multiplied by the closing price of our Series A common stock on the date of vesting and does not represent actual amounts received by our named executive officers as a result of the vesting event. 41

  58. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreements, as described in the section titled “Severance and Change in Control Benefits,” assuming their employment was terminated as of December 31, 2024, including in connection with a change in control as of December 31, 2024.

  59. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($)(1) | Bonus ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Continuation of Insurance Coverage ($)(4) | Total ($) | | Andrew Bialecki | Termination without Cause or for Good Reason | — | — | — | — | — | | | Termination without Cause or for Good Reason within the CIC Period(5) | — | — | — | — | — | | Amanda Whalen | Termination without Cause or for Good Reason | 625,000 | 125,000 | — | 20,156 | 770,156 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 625,000 | 125,000 | 30,195,969 | 20,156 | 30,966,125 | | Carmel Galvin | Termination without Cause or for Good Reason | 530,000 | 106,000 | | 7,367 | 643,367 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 530,000 | 106,000 | 24,939,931 | 7,367 | 25,583,298 | | Steve Rowland | Termination without Cause or for Good Reason | 600,000 | 400,000 | — | 22,835 | 1,022,835 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 600,000 | 400,000 | 30,109,984 | 22,835 | 31,132,818 | | Landon Edmond | Termination without Cause or for Good Reason | 520,000 | 104,000 | — | 22,835 | 646,835 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 520,000 | 104,000 | 13,051,017 | 22,835 | 13,697,851 |

  60. Potential Payments Upon Termination or Change in Control

    _______________ (1)Amount represents a lump sum payment equal to 12 months of base salary at the rate in effect as of December 31, 2024, payable upon a termination without cause or resignation for good reason. (2)Pursuant to the terms of our Bonus Plan for 2024 and pursuant to the Rowland Employment Agreement, each of our named executive officers is entitled to be paid their target bonus amount in the event of a termination without cause or resignation for good reason. (3)All accelerated vesting of equity awards represents acceleration of vesting of unvested RSUs as of December 31, 2024. The value of accelerated vesting of unvested RSUs is based on $41.24, which was the closing stock price of our Series A common stock on December 31, 2024. (4)The amounts reported represent continuing payment for twelve months of the portion of the healthcare premium cost as was borne by us under the level of coverage selected by the named executive officer during the fiscal year ended December 31, 2024. (5)The amounts reported represent change in control severance benefits based on a double-trigger arrangement, which assumes the employment of the executive officer is terminated by us without “cause” or by the executive officer for “good reason” (each as defined in the applicable agreement), in each case, within 3 months prior to and 12 months following a “change in control” (as defined in the applicable agreement) of Klaviyo. 42

  61. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation that the SEC deems to have been “actually paid” to our CEO and our Other NEOs and certain aspects of our financial performance. The following table sets forth the compensation for our CEO and the average compensation for our Other NEOs for the fiscal years ended December 31, 2024 and 2023 (each, a “Covered Year”), both as reported in the Summary Compensation Table above (“SCT”) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC. “Compensation actually paid” does not reflect amounts actually realized by our CEO and our Other NEOs and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals during the Covered Years. Our Compensation Committee does not consider “compensation actually paid,” as defined by the SEC, as a basis for making its executive compensation decisions. Please see the section of this Proxy Statement titled “Compensation Discussion and Analysis” for a discussion of our Compensation Committee’s philosophy, policies, and practices when making executive compensation decisions. The table below also provides information for each Covered Year on our cumulative total shareholder return (“TSR”) and the cumulative TSR of our peer group (with each such TSR determined for the period commencing on September 20, 2023, the date that our Series A common stock began trading on the NYSE (“IPO Date”)), our net (loss) income, and our revenue.

  62. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | SCT Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | SCT Average for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(2)(3)(4) | Klaviyo Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net (Loss) Income ($ in thousands)(6) | Revenue ($ in thousands)(7) | | 2024 | 78,030 | 78,030 | 8,517,395 | 18,507,774 | 126 | 157 | (46,142) | 937,464 | | 2023 | 78,031 | 78,031 | 15,740,735 | 17,260,349 | 85 | 115 | (308,233) | 698,099 |

  63. PAY VERSUS PERFORMANCE

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

  64. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid to CEO | Fiscal Year 2024 | Fiscal Year 2023 | | SCT total amount | $78,030 | $78,031 | | Less amounts reported in “Option Awards” and “Stock Awards” columns in SCT for the Covered Year | — | — | | Plus fair value at Covered Year-end of outstanding and unvested equity awards granted during the Covered Year | — | — | | Plus (or less) change in fair value as of the Covered Year-end from the prior year-end of outstanding and unvested equity awards granted in prior fiscal years | — | — | | Plus fair value at vesting of equity awards granted during the Covered Year that vested during the Covered Year | — | — | | Plus (or less) change in fair value as of vesting date from the prior year- end of equity awards granted in prior fiscal years that vested during the Covered Year | — | — | | TOTAL ADJUSTMENTS: | — | — | | TOTAL COMPENSATION ACTUALLY PAID: | $78,030 | $78,031 |

  65. PAY VERSUS PERFORMANCE

    (2)For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of the RSUs awards in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts (as updated for purposes of this disclosure to reflect the relevant dates for purposes of calculating fair value) are set forth in note 2 to our audited consolidated financial statements included in the 2024 Annual Report. (3)Our Other NEOs for the fiscal year ended December 31, 2024 were Amanda Whalen, Carmel Galvin, Steve Rowland, and Landon Edmond. Our Other NEOs for the fiscal year ended December 31, 2023 were Amanda Whalen, Steve Rowland, and Landon Edmond. (4)The following table shows for each Covered Year the adjustments made to the average of the total compensation shown for our Other NEOs on the SCT to arrive at average “compensation actually paid” as reflected on the table above: 44

  66. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Average Compensation Actually Paid to Other NEOs | Fiscal Year 2024 | Fiscal Year 2023 | | SCT total amount | $8,517,395 | $15,740,735 | | Less average amount reported in “Option Awards” and “Stock Awards” columns in SCT for the Covered Year | (7,755,777) | (15,206,783) | | Plus average fair value at Covered Year-end of outstanding and unvested equity awards granted during the Covered Year | 11,192,113 | 14,250,668 | | Plus (or less) average change in fair value as of the Covered Year-end from the prior year-end of outstanding and unvested equity awards granted in prior fiscal years | 4,367,683 | 642,693 | | Plus average fair value at vesting of equity awards granted during the Covered Year that vested during the Covered Year | 1,608,102 | 882,814 | | Plus (or less) average change in fair value as of vesting date from the prior year-end of equity awards granted in prior fiscal years that vested during the Covered Year | 578,259 | 950,223 | | TOTAL ADJUSTMENTS: | 9,990,379 | 1,519,614 | | TOTAL AVERAGE COMPENSATION ACTUALLY PAID: | $18,507,774 | $17,260,349 |

  67. PAY VERSUS PERFORMANCE

    (5)TSR shown in this table utilizes the S&P 500 Information Technology Index. The comparison assumes $100.00 was invested in our Series A common stock and the S&P 500 Information Technology Index at their respective closing prices on our IPO Date and ending on December 31 of each Covered Year. The historical TSR represents past performance and should not be considered an indication of future TSR. (6)Reflects “Net (loss) income” for each Covered Year as set forth in our consolidated statements of operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net (loss) income” is a GAAP measure. (7)Reflects “Revenue” for each Covered Year as set forth in our consolidated statements of operations included in our Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Revenue” is a GAAP measure. The company determined that revenue is the financial performance measure that, in the company’s assessment, represents the most important financial performance measure used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to company performance. We utilize revenue as a performance metric in our Bonus Plan.

  68. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The following graph shows the relationships between the “compensation actually paid” to our CEO and the average “compensation actually paid” to our Other NEOs, the cumulative TSR for our Series A common stock, and the cumulative TSR for our peer group each Covered Year. The following graph shows the relationship between the “compensation actually paid” to our CEO and the average “compensation actually paid” to our Other NEOs and our reported annual revenue for each Covered Year. The growth of annual revenue is a significant performance target in the Bonus Plan for our named executive officers in the fiscal year ended December 31, 2024 and impacts the amount of annual cash bonus that our named executive officers receive in the fiscal year. 46 The following graph shows the relationship between the “compensation actually paid” to our CEO and the average “compensation actually paid” to our Other NEOs and our reported annual net (loss) income for each Covered Year. We do not currently use net (loss) income as a financial performance measure in our executive compensation program. All of the information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the company specifically incorporates such information by reference. 47

  69. CEO PAY RATIO

    CEO PAY RATIO For the fiscal year ended December 31, 2024, the median of the annual total compensation of all of our employees (other than our CEO) was $195,510 and the annual total compensation of our CEO, as reported in the “Total” column of the “Summary Compensation Table” included in this Proxy Statement, was $78,030. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was 0.40 to 1. The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance and is based on our internal records and the methodology described below. The SEC rules provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC has explained, in considering the pay-ratio disclosure, stockholders should keep in mind that the SEC rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures. Accordingly, the pay ratio and related disclosure reported by other companies may not be comparable to the pay ratio and related disclosure provided herein.

  70. 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. 54 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. 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.