DEF 14A of Klaviyo, Inc., Apr 29, 2026

DEF 14A of Klaviyo, Inc.

Filed Apr 29, 2026 · FY20250001835830-26-000018

Open on EDGAR

  1. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  2. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board is responsible for nominating directors for election by our stockholders at each annual meeting of stockholders. Our Board is also responsible for filling vacancies on our Board that may occur between annual meetings. Our Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates for nomination 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 may consider candidates recommended by directors, officers, employees, stockholders, or third parties, and may engage search firms or other advisers to assist in identifying and evaluating candidates. In evaluating candidates, our Board and Nominating and Corporate Governance Committee consider a range of factors, including, among other things, the current size, composition, and needs of our Board and its committees, 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 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 considers 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 Board believes that diverse perspectives and backgrounds in its membership are 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.

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class III 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 status, committee memberships, and certain other biographical and related information, as of April 15, 2026:

  5. Legend: C = Chair; M = Member

    Legend: C = Chair; M = Member 11

  6. Director Experience and Qualifications

    Director Experience and Qualifications The matrix below summarizes certain key experience, qualifications, attributes, and skills of the Class III director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, and highlights those that our Board believes are important in light of our business and strategy. This matrix does not reflect all of the experience, qualifications, attributes, or skills of our directors. The following sets forth biographical information for the Class III director nominees and our other directors who will continue in office after the Annual Meeting, including each director’s experience, qualifications, attributes, and skills that led our Board to recommend them for their service on our Board. 12

  7. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting

  8. Jennifer Ceran

    Jennifer Ceran Former Chief Financial Officer, Smartsheet, Inc. Age: 62 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 extensive financial and business expertise, including her experience as a chief financial officer at technology companies, 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) 13

  9. Chano Fernández

    Chano Fernández Co-Chief Executive Officer, Klaviyo, Inc. Age: 56 Director Since: 2023 Committees: None Experience: Mr. Fernández has served as Klaviyo’s Co-Chief Executive Officer since January 2026 and as a member of Klaviyo’s board of directors since July 2023. He previously served as Klaviyo’s Interim Executive Officer from September 2025 to December 2025, and prior to that served as Co-Chief Executive Officer for Eightfold.ai, a Talent Intelligence management AI platform, from January 2024 to August 2025. Prior to that, he served as Co-Chief Executive Officer of Workday, Inc. (NASDAQ: WDAY) (“Workday”) from August 2020 to December 2022 and as a member of its board of directors from April 2021 to December 2022. Mr. Fernández 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. Fernández 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. Fernández 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. Fernández is qualified to serve as a member of our Board because of his extensive management and leadership experience, including his service as our Co-Chief Executive Officer, as well as his prior experience as a Co-Chief Executive Officer and director of a publicly traded company. Other Current Public Company Boards: None 14

  10. Susan St. Ledger

    Susan St. Ledger Former President, Worldwide Field Operations, HashiCorp, Inc. Age: 61 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), 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, including her experience leading global field operations and go- to-market organizations at enterprise software companies, as well as her prior experience as a director of a publicly traded company. Other Current Public Company Boards: None 15

  11. 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

  12. Andrew Bialecki

    Andrew Bialecki Co-Founder, Chairperson & Co-Chief Executive Officer, Klaviyo, Inc. Age: 40 Director Since: 2012 Committees: None Experience: Mr. Bialecki is a Co-Founder of Klaviyo and has served as a member of our board of directors since September 2012 and as our Co-Chief Executive Officer since January 2026. Prior to that, Mr. Bialecki served as our Chief Executive Officer from September 2012 to December 2025. 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 our largest stockholder, 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 on corporate matters as our Co-Chief Executive Officer. Other Current Public Company Boards: None

  13. Ping Li

    Ping Li Partner, Accel Age: 53 Director Since: 2020 Committees: Nominating and Corporate Governance Committee, Member; Compensation 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 experience investing in and advising technology companies, as well as his experience serving as a director of publicly traded companies. Other Current Public Company Boards: None 16

  14. Tony Weisman

    Tony Weisman Chief Executive Officer, SnapPoint LLC Age: 66 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 marketing and brand strategy, including leadership roles at global marketing and consumer- facing companies, as well as his experience serving as a director of a publicly traded company. Other Current Public Company Boards: None 17

  15. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028

  16. Ed Hallen

    Ed Hallen Co-Founder & Chief Strategy Officer, Klaviyo Age: 44 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 deep knowledge of our Company and our business, his experience building our Company and serving in leadership roles, and his perspective on corporate strategy as our Chief Strategy Officer. Other Current Public Company Boards: None

  17. Michael Medici

    Michael Medici Managing Director, Summit Partners L.P. Age: 47 Director Since: 2019 Committees: Compensation Committee, Chair 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 previously served as a director at Markforged Holding Corporation (“Markforged”), an additive manufacturing company, from July 2021 to April 2025, when Markforged was acquired by Nano Dimension Ltd., and also 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 experience investing in and advising technology companies, as well as his experience serving as a director of publicly traded companies. Other Current Public Company Boards: None 18

  18. Roxanne Oulman

    Roxanne Oulman Former Executive Vice President & Chief Financial Officer, Medallia, Inc. Age: 54 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 has served as a CFO Operating Partner at Lightspeed Venture Partners, a venture capital firm, since April 2025. 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 extensive financial and business expertise, including her experience as a chief financial officer at technology companies, as well as her service as a director of publicly traded companies. Other Current Public Company Boards: Western Digital Corporation (NASDAQ: WDC) 19

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  20. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee director compensation policy is designed to attract and retain highly qualified non- employee directors and align their interests with those of our stockholders. Our Board, in consultation with our Compensation Committee and its independent compensation consultant, reviews the policy annually to ensure our compensation levels remain competitive with our peer companies and appropriately aligned with stockholder interests. Based on this review, our Board approved adjustments to the non-employee director compensation program in November 2025. Under our non-employee director compensation policy, each non-employee director is entitled to receive cash retainers for service on our Board and its committees, as set forth below:

  21. Non-Employee Director Compensation Policy

    | | Prior to November 3, 2025 | Effective November 3, 2025 | | | Annual Retainer ($) | Annual Retainer ($) | | Board of Directors: | | | | Member | 33,000 | 37,000 | | Additional retainer for lead independent director | 19,000 | 21,000 | | Audit Committee: | | | | Member (other than chair) | 10,000 | 11,000 | | Chair | 20,000 | 22,000 | | Compensation Committee: | | | | Member (other than chair) | 7,500 | 8,500 | | Chair | 15,000 | 17,000 | | Nominating and Corporate Governance Committee: | | | | Member (other than chair) | 4,250 | 5,000 | | Chair | 8,500 | 10,000 |

  22. Non-Employee Director Compensation Policy

    All cash retainers are paid quarterly in arrears and prorated for partial years of service. To align the interests of our non-employee directors with long-term stockholder value, upon initial election to our Board, each non-employee director is granted a restricted stock unit (“RSU”) award with a fair market value of $400,000 (the “Initial Grant”). The Initial Grant vests 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. In addition, on the date of each annual meeting of stockholders, each non-employee director who continues in service is granted an annual RSU award with a fair market value of $200,000 (the “Annual Grant”). The Annual Grant vests 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 through the applicable vesting date. These awards are subject to full accelerated vesting upon a change in control. In November 2025, our Board approved an increase in the Annual Grant to a fair market value of $225,000. 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 its committees. 20 To protect the Company and its stockholders against excessive compensation, our non-employee director compensation policy establishes maximum limits on the aggregate amount of compensation, including both cash and equity compensation, that may be paid to any non-employee director for service as a director in any calendar year. Such compensation may not exceed $1,000,000 in the calendar year in which the non- employee director is initially elected or appointed to our Board and $750,000 in any other calendar year.

  23. 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 director during the fiscal year ended December 31, 2025. Other than as set forth in the table and described below, we did not pay any cash compensation, grant any equity or non-equity awards, or pay any other compensation to our non-employee directors in 2025 for their service as directors. During the fiscal year ended December 31, 2025, Andrew Bialecki, our Co-Chief Executive Officer, and Ed Hallen, our Chief Strategy Officer, each served as a member of our Board and as an employee. Neither Mr. Bialecki nor Mr. Hallen received any additional compensation for their service as directors and, accordingly, 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.” Chano Fernández served as a non-employee director until August 29, 2025, when he was appointed to serve as our Interim Executive Officer effective September 1, 2025, and received non-employee director compensation through that date, which is reflected in the table below. He did not receive any additional compensation for his service as a director thereafter.

  24. Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Jennifer Ceran | 58,332 | 198,055 | | 256,387 | | Chano Fernández | 31,826 | 198,055 | 3,539,691(3) | 3,769,572 | | Ping Li(4) | — | — | | — | | Michael Medici(4) | — | — | | — | | Roxanne Oulman | 43,802 | 198,055 | | 241,857 | | Susan St. Ledger | 41,302 | 198,055 | | 239,357 | | Tony Weisman(4) | 76,221 | 198,055 | | 274,276 |

  25. Director Compensation Table

    _______________ (1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our non-employee directors during the fiscal year ended December 31, 2025, calculated in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating these amounts are set forth in note 2 to our audited consolidated financial statements included in the 2025 Annual Report. The amounts reported 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, 2025.

  26. Director Compensation Table

    | | Number of Unvested Stock Awards Held as of December 31, 2025 | | Jennifer Ceran | 5,820 | | Chano Fernández | 29,154 | | Ping Li | — | | Michael Medici | — | | Roxanne Oulman | 29,154 | | Susan St. Ledger | 29,154 | | Tony Weisman | 5,820 |

  27. Director Compensation Table

    21 (3)The amount reported represents compensation received by Mr. Fernández in connection with his service as Interim Executive Officer from September 1, 2025 through December 31, 2025 and not for his service as a director, consisting of approximately (i) $355,796 in cash compensation and (ii) $3,183,895 representing the grant date fair value of an RSU award granted in September 2025. (4)Mr. Li and Mr. Medici each elected to waive their right to receive any non-employee director compensation. (5)Mr. Weisman served as a member of our Compensation Committee from August 29, 2025 to December 9, 2025. 22

  28. Compensation Program Enhancements for Fiscal Year 2026

    Compensation Program Enhancements for Fiscal Year 2026 Our Compensation Committee approved the following enhancements to our executive compensation program for fiscal year 2026. •Introduction of Performance Stock Units (PSUs): We introduced a PSU program, with annual equity awards for our named executive officers consisting of approximately 70% service-based RSUs and 30% PSUs. The PSUs will vest upon the achievement of specified performance targets tied to the trading price of our Series A Common Stock. •Performance-Weighted Co-CEO Equity Package: The new-hire equity compensation for Co-CEO Chano Fernández is weighted toward performance-based equity, with approximately $36 million in PSUs tied to stock price performance over multiple years. •Enhanced Cash Incentive Program: We aligned the fiscal year 2026 annual cash bonus program for our named executive officers with the same company-wide performance metrics used throughout the Company and increased their target bonus opportunities from 32% to 50% of base salary to align with market practice and strengthen the pay-for-performance orientation of our compensation program. 28 Key Actions for Fiscal Year 2025 Executive Compensation

  29. Other Named Executive Officers

    | Compensation Element | Fiscal Year 2025 Design | | Base Salaries | •Our Compensation Committee maintained base salaries at the same levels as fiscal year 2024. | | Annual Cash Incentive | •Achievement under the Bonus Plan was 107%; our Compensation Committee exercised negative discretion to reduce payouts to 87.3% of target. | | Long-Term Equity Incentive | •Our Compensation Committee granted RSU awards to our Other NEOs with three-year vesting periods to support retention and long-term alignment. |

  30. 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 compensation consultant and uses a representative peer group and market data to inform executive compensation decisions. •We tie annual cash incentive to achievement of objective, pre-established corporate performance metrics with threshold performance requirements and payout caps. •We grant equity awards with multi-year vesting to promote long-term stockholder alignment and retention. •We maintain stock ownership guidelines (6x base salary for Co-CEOs; 5x annual cash retainer for directors; 2x base salary for other executive officers). •We maintain a clawback policy covering both cash and equity incentive compensation. •We conduct an annual advisory vote on named executive officer compensation. •We have engaged, and intend to continue to regularly engage, with our stockholders and consider their feedback in the design of our executive compensation program. | •We generally do not allow hedging or pledging of Klaviyo stock. •Our Compensation Committee does not guarantee salary increases, bonuses, or equity awards. •We do not offer fixed term (vs. “at-will”) employment for our named executive officers. •We generally do not provide single-trigger vesting acceleration upon a change in control. •We do not provide tax reimbursements or gross-ups on change-in-control payments. •We do not offer special executive welfare, health benefits, or retirement plans not available to our employees generally. •We generally do not provide material perquisites to our named executive officers. |

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

    We seek to provide a market-competitive and performance-driven compensation program for our named executive officers that appropriately balances their short-term and long-term incentives. We do not have a formal policy for allocating compensation among salary, annual cash incentive, and equity awards, or between short-term and long-term compensation and cash and non-cash compensation. Instead, our Compensation Committee uses its judgment, informed by market data provided by its independent compensation consultant, to determine the appropriate mix of compensation components for each named executive officer. 31 Compensation-Setting Process

  32. Role of Our Compensation Committee

    Role of Our Compensation Committee Our Compensation Committee oversees our executive compensation programs, including our compensation structure, policies, and plans, with the goal of attracting and retaining key management personnel, motivating management to achieve our corporate goals and strategies, and aligning the interests of management with the long-term interest of our stockholders, and is responsible for reviewing and determining the compensation of our executive officers, including our named executive officers. Our Compensation Committee meets periodically throughout the year to evaluate our executive compensation program and generally determines the principal components of compensation (base salary, annual cash incentive, and long-term equity awards) on an annual basis, although decisions may be made at other times for new hires, promotions, or other special circumstances. 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 regarding the composition and responsibilities of our Compensation Committee, see the section titled “Information Regarding the Board of Directors and Corporate Governance.”

  33. 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 other advisers. Our Compensation Committee retained Compensia as its independent compensation consultant for the fiscal year ended December 31, 2025. Compensia’s engagement included: •Advising on the selection of a peer group to use as a reference in making executive compensation decisions and evaluating executive compensation practices; •Providing market data and analysis to support compensation decisions, including base salary, annual cash incentive opportunities, and equity awards; •Reviewing compensation trends, risks, and regulatory developments; and •Advising on director compensation and equity usage practices. Our Compensation Committee has assessed the independence of Compensia, taking into account the factors set forth in the NYSE listing standards and applicable SEC rules, and determined that Compensia’s work does not create any conflict of interest. 32

  34. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data In making compensation decisions, our Compensation Committee considers the practices of comparable public companies and those with which we compete for executive talent. To support this analysis, our Compensation Committee selects a peer group of publicly traded companies with input from its independent compensation consultant, Compensia. In late 2024, Compensia proposed, and our Compensation Committee approved, a peer group of public companies that are comparable to Klaviyo in terms of industry and financial characteristics. This peer group provides a reference point for evaluating our executive compensation decisions. Our executive compensation peer group for the fiscal year ended December 31, 2025 was as follows:

  35. Use of Competitive Market Compensation Data

    | Fiscal Year 2025 Peer Group | | | | Asana | Freshworks | Smartsheet | | BILL Holdings | GitLab | Snowflake | | Braze | Hubspot | Sprinklr | | Cloudflare | MongoDB | Sprout Social | | Confluent | Okta | Twilio | | Datadog | Samsara | Zoominfo Technologies | | Five9 | Shopify | |

  36. Use of Competitive Market Compensation Data

    In determining executive compensation for the fiscal year ended December 31, 2025, our Compensation Committee reviewed data from the above-listed peer group. Our Compensation Committee reviews the peer group at least annually, with input from its independent compensation consultant, and makes adjustments as appropriate based on changes in our business and the businesses of peer companies. Using data compiled from the peer group, Compensia prepared, and our Compensation Committee reviewed, market data for base salary, annual cash incentive opportunities, total target cash compensation, equity compensation grant value, and total target direct compensation for each named executive officer. Market data is only one of the factors considered in making compensation decisions. Our Compensation Committee also considers other factors, as described below under “Factors Used in Determining Executive Compensation.”

  37. Section 3 - 2025 Executive Compensation Program

    Annual Cash Incentive In addition to base salary, we provide our named executive officers the opportunity to earn annual cash bonuses under the Bonus Plan. Bonuses are based on the achievement of company and individual performance targets established by our Compensation Committee. 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. 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. Earned bonus amounts, if any, are paid out in cash. In March 2025, our Compensation Committee reviewed the performance-based cash bonus opportunities of our named executive officers, taking into account market data provided by its independent compensation consultant, recommendations from management, and the other factors described under the section titled “Factors Used in Determining Executive Compensation.” In connection with this review, our Compensation Committee also evaluated the overall structure and target levels of the annual incentive program to ensure continued alignment with market practices and the Company’s strategic priorities. Following this review, our Compensation Committee approved the target bonus opportunities for each of our named executive officers for the fiscal year ended December 31, 2025, as set forth below:

  38. Section 3 - 2025 Executive Compensation Program

    | Named Executive Officer | Fiscal Year 2025 Target Bonus Opportunity (% of Base Salary) | Fiscal Year 2025 Target Bonus Opportunity ($) | Percentage Adjustment from Fiscal Year 2024 | | Andrew Bialecki(1) | N/A | N/A | N/A | | Amanda Whalen | 32% | 200,000 | 12% | | Carmel Galvin | 32% | 169,600 | 12% | | Steve Rowland | 67% | 400,000 | —% | | Landon Edmond | 32% | 166,400 | 12% |

  39. Section 3 - 2025 Executive Compensation Program

    _______________ (1)Mr. Bialecki did not participate in the Bonus Plan. 34 Executive Bonus Goal Setting In March 2025, 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, 2025. The performance goals for our named executive officers consisted of corporate performance metrics of revenue and non-GAAP operating income, with 75% of the bonus payout eligibility based on achievement of the revenue target and 25% 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. The targets against which performance is measured are based on our annual budget and strategic planning process, which is reviewed with our Board and finalized in the first quarter of the fiscal year. Payouts under the Bonus Plan are determined based on performance curves for each metric. For the revenue component, no payout is earned if performance is below 95% of target, with payout increasing for performance between 95% and 100% of target and at an accelerated rate for performance above target, subject to a maximum payout of 110% of the target amount. For the non-GAAP operating income component, no payout is earned if performance is below 50% of target, with payout increasing proportionally for performance up to target and at an accelerated rate for performance above target, subject to a maximum payout of 110% of the target amount. Our Compensation Committee designed these performance goals and payout curves to be rigorous and to align executive incentives with the achievement of our financial and strategic objectives. Threshold performance levels were established such that no payout would be earned below specified levels of achievement, and maximum payouts were capped to balance strong performance incentives while discouraging undue risk-taking in our executive compensation program. Our Compensation Committee retains discretion to adjust bonus outcomes, including to award cash bonuses absent attainment of the relevant performance goals or to reduce or increase the size of any bonus amount. 35 2025 Bonus Payouts In early 2026, our Compensation Committee determined performance results under the Bonus Plan based on the process described above. For the fiscal year ended December 31, 2025, our achievement against the target performance levels, the resulting funding levels prior to the application of any negative discretion, and the final approved payouts were as follows: Based on a relative weighting of 75% for the revenue performance measure and 25% for the non-GAAP operating income performance measure, total achievement for fiscal year 2025 was approximately 107% of target. After considering input from our Co-CEOs, our Compensation Committee exercised negative discretion and reduced bonus payouts for our named executive officers to 87.3% of their target bonus opportunity to more closely align with the achievement of goals established for our broader employee population. In connection with his transition and separation from the Company, Mr. Rowland received a bonus payout equal to 100% of his target bonus opportunity. Bonus payouts for fiscal year 2025 were paid in cash in March 2026. The actual bonus payouts to our named executive officers under the Bonus Plan for fiscal year 2025 were as follows:

  40. Section 3 - 2025 Executive Compensation Program

    | Named Executive Officer | Fiscal Year 2025 Target Bonus Opportunity ($) | Fiscal Year 2025 Actual Bonus Paid ($) | | Andrew Bialecki | — | — | | Amanda Whalen | 200,000 | 174,600 | | Carmel Galvin | 169,600 | 148,061 | | Steve Rowland | 400,000 | 400,000(1) | | Landon Edmond | 166,400 | 145,267 |

  41. Section 3 - 2025 Executive Compensation Program

    _______________ (1)Mr. Rowland received a bonus payout equal to 100% of his target bonus opportunity in connection with his transition and separation from the Company, pursuant to his transition and separation agreement. 36 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. Equity awards align the interests of our executive officers with long-term stockholder value, as the realized value of these awards is directly tied to our stock price. In addition, equity awards support retention by encouraging continued service through multi-year vesting periods. Long-term incentive compensation in the form of equity awards is granted to our executive officers by our Compensation Committee. In determining award levels, our Compensation Committee considers a range of factors, including each executive officer’s role and performance, existing equity holdings and retention profile, our overall equity usage, and the other factors described in “Factors Used in Determining Executive Compensation” above. For executive officers other than our Co-CEOs, our Compensation Committee also considers input from our Co-CEOs. For fiscal year 2025, our Compensation Committee granted long-term incentive compensation solely in the form of service-based RSUs, which vest over multiple years and are settled in shares of our Series A common stock. Because the value of RSUs fluctuates with changes in our stock price, these awards align executive incentives with long-term stockholder value and serve as an important retention tool. As noted above, Mr. Bialecki, our Co-CEO, did not receive any RSU awards for fiscal year 2025. Prior to our IPO in September 2023, all of the equity awards we granted were made under our 2015 Stock Incentive Plan (as amended, “2015 Plan”). All of the equity awards granted after our IPO have been granted under our 2023 Stock Option and Incentive Plan (as amended, “2023 Plan”). While fiscal year 2025 equity awards were granted solely in the form of RSUs, our Compensation Committee designed and has introduced a PSU program in fiscal year 2026, reflecting our continued focus on strengthening pay-for-performance alignment of our executive compensation program. 2025 Annual Equity Awards As part of its annual review of our executive compensation program, and after considering peer group data, recommendations from our CEO, and the other factors described above, our Compensation Committee granted annual equity awards in the form of RSUs to our named executive officers for fiscal year 2025, as set forth in the table below.

  42. Section 3 - 2025 Executive Compensation Program

    | Named Executive Officer | Service-Based RSUs (#)(1)(2) | Total Fair Value at Grant Date ($)(3) | | Andrew Bialecki | — | — | | Amanda Whalen | 208,116(4) | 7,044,727 | | Carmel Galvin | 130,072(4) | 4,402,937 | | Landon Edmond | 130,072(4) | 4,402,937 | | Steve Rowland | 208,116(4) | 7,530,462(5) |

  43. Section 3 - 2025 Executive Compensation Program

    _______________ (1)Ms. Whalen, Ms. Galvin, Mr. Edmond, and Mr. Rowland received their equity awards in March 2025 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 2025 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, 2025 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. (5)The amount reported represents, during the fiscal year ended December 31, 2025, (i) the incremental fair value of Mr. Rowland’s RSU award for which the vesting schedule was modified in connection with his transition and separation from the Company, resulting in an incremental fair value of $485,735 and (ii) the aggregate grant date fair value of the RSU awards granted to Mr. Rowland in an amount of $7,044,727. As noted above, Andrew Bialecki did not receive any equity award for fiscal year 2025. 37

  44. Amanda Whalen

    Amanda Whalen We entered into an employment agreement with Ms. Whalen effective as of August 27, 2023 (the “Whalen Employment Agreement”). The Whalen Employment Agreement provides for at-will employment and sets forth her annual base salary (subject to adjustment), eligibility to participate in employee benefit plans, and eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for additional information.

  45. Carmel Galvin

    Carmel Galvin We entered into an employment agreement with Ms. Galvin effective as of April 15, 2024 (the “Galvin Employment Agreement”). The Galvin Employment Agreement provides for at-will employment and sets forth her annual base salary (subject to adjustment), a sign-on bonus of $250,000, a relocation bonus of $100,000, her target annual bonus opportunity, eligibility to participate in employee benefit plans, and eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for additional information.

  46. Landon Edmond

    Landon Edmond We entered into an employment agreement with Mr. Edmond effective as of August 27, 2023 (the “Edmond Employment Agreement”). The Edmond Employment Agreement provides for at-will employment and sets forth his annual base salary (subject to adjustment), eligibility to participate in employee benefit plans, and eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for additional information.

  47. Steve Rowland

    Steve Rowland We entered into an employment agreement with Mr. Rowland effective as of August 27, 2023 (the “Rowland Employment Agreement,” and together with the Whalen Employment Agreement, the Galvin Employment Agreement, and the Edmond Employment Agreement, the “Named Executive Officer Employment Agreements”). The Rowland Employment Agreement provided for at-will employment and set forth his annual base salary (subject to adjustment), his target annual bonus opportunity, eligibility to participate in employee benefit plans, and eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon Termination or Change in Control” below for additional information. In August 2025, we entered into a transition and separation agreement with Mr. Rowland in connection with his planned retirement (the “Rowland Separation Agreement”). Pursuant to the Rowland Separation Agreement, Mr. Rowland continued in his role as President during a transitional period through December 31, 2025, during which he remained employed at his then-current base salary, continued to participate in our employee benefit plans, and continued to vest in his outstanding equity awards. Following his separation from employment, Mr. Rowland provided consulting services to the Company through March 31, 2026 (the “Consulting Period”). During the Consulting Period, Mr. Rowland did not receive cash compensation but continued to vest in certain outstanding equity awards in accordance with their terms. Subject to his execution and non-revocation of a release of claims and continued compliance with the terms of the Rowland Separation Agreement, Mr. Rowland became eligible to receive severance benefits, including (i) one times the sum of (a) current base salary and (b) target bonus, and (ii) Company-paid COBRA premiums (or equivalent payments) for up to 12 months following termination. 38 Severance and Change in Control Benefits Our offer letters and employment agreements provide our executive officers, including our named executive officers, with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control. Under the Named Executive Officer Employment Agreements, if an executive officer’s employment 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 is entitled to: •A lump sum cash payment equal to the executive officer’s then-current base salary (or, if higher, the base salary in effect immediately prior to a change in control), plus, in the case of Mr. Rowland, an amount equal to his target bonus for the year of termination; and •Payment of COBRA premiums for the executive officer (and, in the case of Mr. Rowland, his eligible dependents) for up to 12 months. In addition, under the terms of our Bonus Plan in effect during 2025, our named executive officers are entitled to receive a lump sum cash payment equal to their then-current target bonus without regard to actual performance and without proration. If a qualifying termination occurs within the period beginning 3 months prior to and 12 months following a change in control (the “CIC Period”), all outstanding and unvested equity awards that are subject solely to time-based vesting will fully vest and become exercisable or nonforfeitable, as applicable. Payments and benefits provided in connection with a change in control may not be deductible under Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and may be subject to the excise tax imposed under Section 4999 of the Code. If such payments or benefits would be subject to the excise tax, they 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 under these arrangements. Our Compensation Committee believes that these severance and change in control arrangements are an important component of our executive compensation program and support the recruitment and retention of key executives. Welfare and Health Benefits Our full-time U.S.-based employees, including our named executive officers, participate in broad-based health and welfare benefit programs sponsored by us. These programs include medical, dental, and vision coverage; life, accidental death and dismemberment, and disability insurance; health savings accounts; flexible spending accounts; and wellness and commuter benefits. We pay the full cost of life, accidental death and dismemberment, and disability insurance, and share the cost of other benefits with employees. Perquisites and Other Personal Benefits We do not provide material perquisites or other personal benefits to our named executive officers. Any such benefits, if provided, would be subject to approval and periodic review by our Compensation Committee. 401(k) Plan We maintain a tax-qualified retirement savings plan under Section 401(k) of the Code in which our U.S. employees, including our named executive officers, are eligible to participate. We make discretionary matching and other employer 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. 39 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”). Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written trading plans in accordance with Rule 10b5-1 under the Exchange Act, which permit pre-established trading arrangements. Transactions under these plans and any transactions outside of such plans are subject to our insider trading policy and applicable securities laws. Performance-Based Compensation Recovery Policy Effective October 2, 2023, our Board adopted a compensation recovery (“clawback”) policy in accordance with Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards. The clawback policy provides that, in the event we are required to prepare a restatement of our financial statements, we will, subject to limited exceptions, recover from our current and former executive officers any incentive-based compensation that was erroneously received in excess of the amount that would have been received based on the restated financial statements, and such recovery is required without regard to whether any misconduct occurred. The policy applies to incentive-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure and covers the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement. In addition, under Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results due to our material noncompliance with financial reporting requirements as a result of misconduct, our Co-CEOs and Chief Financial Officer may be required to reimburse us for certain bonus or other incentive-based or equity-based compensation. Policy Prohibiting Hedging and Pledging Our Board has adopted an insider trading policy that prohibits our directors, officers, employees, and their affiliated persons from engaging in short sales, the purchase or sale of derivative securities or hedging

  48. Steve Rowland

    transactions, transactions involving margin accounts, and the pledge of our securities as collateral for loans. Stock Ownership Policy We maintain a stock ownership policy designed to align the interests of our directors and executive officers with those of our stockholders and to promote a long-term focus on value creation. Under this policy, each non-employee director is expected to hold shares of our common stock with a value of at least five times the annual cash retainer for regular Board service (excluding committee retainers). Each executive officer is expected to hold shares of our common stock with a value of at least a multiple of their annual base salary, equal to six times base salary for our Co-CEOs and two times base salary for our other executive officers. Individuals are expected to achieve the applicable ownership level within five years of becoming subject to the policy and, until such level is achieved, are required to retain a portion of the shares acquired through equity awards. Policies on the Timing of Option Awards Item 402(x) of Regulation S-K under the Securities Act requires us to describe our policies and practices regarding the timing of awards of stock options, stock appreciation rights and similar option-like instruments in relation to our disclosure of material nonpublic information. We do not currently grant stock options, stock appreciation rights or similar option-like instruments. Accordingly, we do not consider the timing of the disclosure of material nonpublic information in connection with the grant of such awards. 40 Compensation Risk Assessment Our Compensation Committee has reviewed our compensation policies and practices and determined that they do not encourage excessive or unnecessary risk taking. While a portion of our executive compensation is performance-based, our programs are designed to balance short-term and long-term incentives. Accordingly, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

  49. 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, 2025, 2024, and 2023.

  50. 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 | 2025 | 75,000 | — | — | — | 3,000 | 78,000 | | | 2024 | 75,000 | — | — | — | 3,030 | 78,030 | | | 2023 | 75,000 | — | — | — | 3,031 | 78,031 | | Amanda Whalen Chief Financial Officer | 2025 | 625,000 | — | 7,044,727 | 174,600 | 13,999 | 7,858,326 | | | 2024 | 625,000 | — | 6,566,172 | 95,250 | 13,799 | 7,300,221 | | | 2023 | 512,500 | — | 12,510,825 | — | 13,546 | 13,036,871 | | Carmel Galvin Chief People Officer | 2025 | 530,000 | — | 4,402,937 | 148,061 | 12,086 | 5,093,084 | | | 2024 | 377,116 | 350,000(4) | 17,140,371 | 57,536 | 815 | 17,925,838 | | Landon Edmond Chief Legal Officer | 2025 | 520,000 | — | 4,402,937 | 145,267 | 14,000 | 5,082,204 | | | 2024 | 520,000 | — | 2,532,648 | 79,248 | 13,799 | 3,145,695 | | | 2023 | 460,000 | — | 12,592,985(5) | — | 13,385 | 13,066,370 | | Steve Rowland(6) President | 2025 | 600,000 | — | 7,530,462(7) | 400,000 | 7,712 | 8,538,174 | | | 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 |

  51. 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 2025 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, 2025, please see the section titled “2025 Bonus Payouts.” (3)The amounts reported represent 401(k) matching contributions made by us, unless noted otherwise. (4)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. (5)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. (6)Mr. Rowland served as our President through December 31, 2025. In July 2025, Mr. Rowland informed the Company of his intention to retire, and he remained in a transitional role through December 31, 2025. Following his separation from employment, Mr. Rowland provided consulting services to the Company through March 31, 2026.` (7)The amount reported represents, during the fiscal year ended December 31, 2025, (i) the incremental fair value of Mr. Rowland’s RSU award for which the vesting schedule was modified in connection with his transition and separation from the Company, resulting in an incremental fair value of $485,735 and (ii) the aggregate grant date fair value of the RSU awards granted to Mr. Rowland in an amount of $7,044,727. (8)The amount reported represents a one-time sign-on bonus paid in connection with Mr. Rowland joining our Company in July 2023. 43

  52. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table sets forth information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2025.

  53. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | 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 | — | 25,000 | 200,000 | 220,000 | — | — | | | RSU Award | 3/17/2025 | — | — | — | 208,116(3) | 7,044,727 | | Carmel Galvin | Annual Cash | — | 21,200 | 169,600 | 186,560 | — | — | | | RSU Award | 3/17/2025 | — | — | — | 130,072(3) | 4,402,937 | | Landon Edmond | Annual Cash | — | 20,800 | 166,400 | 183,040 | — | — | | | RSU Award | 3/17/2025 | — | — | — | 130,072(3) | 4,402,937 | | Steve Rowland | Annual Cash | — | 50,000 | 400,000 | 440,000 | — | — | | | RSU Award | 3/17/2025 | — | — | — | 208,116(3) | 7,044,727 |

  54. Grants of Plan-Based Awards in Fiscal Year 2025

    _______________ (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, 2025 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 50% 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 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 2025 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, 2025 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. 44

  55. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  56. Outstanding Equity Awards as of December 31, 2025

    | | | 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) | | Amanda Whalen | 5/9/2022(3) | — | — | — | — | 68,750 | 2,232,313 | | | 3/31/2023(4) | — | — | — | — | 40,625 | 1,319,094 | | | 9/19/2023(5) | — | — | — | — | 73,000 | 2,370,310 | | | 4/15/2024(6) | — | — | — | — | 157,437 | 5,111,979 | | | 3/17/2025(7) | — | — | — | — | 169,095 | 5,490,515 | | Carmel Galvin | 5/15/2024(8) | — | — | — | — | 431,965 | 14,025,904 | | | 3/17/2025(7) | — | — | — | — | 105,684 | 3,431,559 | | Landon Edmond | 3/31/2023(4) | — | — | — | — | 22,500 | 730,575 | | | 9/19/2023(9) | — | — | — | — | 87,188 | 2,830,994 | | | 4/15/2024(6) | — | — | — | — | 60,726 | 1,971,773 | | | 3/17/2025(7) | — | — | — | — | 105,684 | 3,431,559 | | Steve Rowland | 8/1/2023(10) | — | — | — | — | 359,184 | 11,662,704 | | | 4/15/2024(6) | — | — | — | — | 114,704 | 3,724,439 | | | 3/17/2025(7) | — | — | — | — | 169,095 | 5,490,515 |

  57. Outstanding Equity Awards as of December 31, 2025

    _______________ (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, 2025, the last trading day of the fiscal year ended December 31, 2025, which was $32.47. (3)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. (4)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. (5)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. (6)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. (7)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, 2025 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. (8)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. (9)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. 45 (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.

  58. Fiscal Year 2025 Option Exercises and Stock Vested

    Fiscal Year 2025 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, 2025 with respect to our named executive officers.

  59. Fiscal Year 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Andrew Bialecki | 21,429,184 | 746,110,614 | — | — | | Amanda Whalen | — | — | 431,410 | 14,877,885 | | Carmel Galvin | — | — | 197,174 | 6,903,102 | | Landon Edmond | — | — | 170,439 | 5,788,154 | | Steve Rowland | — | — | 295,249 | 10,327,135 |

  60. Fiscal Year 2025 Option Exercises and Stock Vested

    _______________ (1)The value realized on exercise is based on the total number of shares of our common stock issued to each named executive officer upon the exercise of the stock option award multiplied by the closing price of our Series A common stock on the date of exercise and does not represent actual amounts received by our named executive officers as a result of the vesting event. (2)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. 46

  61. 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, 2025, including in connection with a change in control as of December 31, 2025.

  62. 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 | 200,000 | — | 20,069 | 770,069 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 625,000 | 200,000 | 16,524,210 | 20,069 | 17,294,280 | | Carmel Galvin | Termination without Cause or for Good Reason | 530,000 | 169,600 | — | 8,088 | 644,088 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 530,000 | 169,600 | 17,457,463 | 8,088 | 18,101,551 | | Landon Edmond | Termination without Cause or for Good Reason | 520,000 | 166,400 | — | 24,459 | 646,835 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 520,000 | 166,400 | 8,964,902 | 24,459 | 9,613,361 | | Steve Rowland(6) | Termination without Cause or for Good Reason | 600,000 | 400,000 | — | 24,459 | 1,024,459 | | | Termination without Cause or for Good Reason within the CIC Period(5) | 600,000 | 400,000 | 20,877,658 | 24,459 | 21,902,117 |

  63. 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, 2025, payable upon a termination without cause or resignation for good reason. (2)Pursuant to the terms of our Bonus Plan for 2025, 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, 2025. The value of accelerated vesting of unvested RSUs is based on $32.47, which was the closing stock price of our Series A common stock on December 31, 2025. (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, 2025. (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. (6)Mr. Rowland’s employment with the Company ended on December 31, 2025 following a transition period, and he provided consulting services to the Company through March 31, 2026. 47

  64. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K under the Securities Act, 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, 2025, 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.

  65. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | SCT Total for CEO ($) | Compensati on 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) | | 2025 | 78,000 | 78,000 | 6,642,947 | 1,653,583 | 108 | 172 | (31,768) | 1,234,019 | | 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 |

  66. 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:

  67. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation Actually Paid to CEO | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | | SCT total amount | $78,000 | $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: | $78,000 | $78,030 | $78,031 |

  68. PAY VERSUS PERFORMANCE

    49 (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 2025 Annual Report. (3)Our Other NEOs for the fiscal year ended December 31, 2025 were Amanda Whalen, Carmel Galvin, Landon Edmond, and Steve Rowland. 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:

  69. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Average Compensation Actually Paid to Other NEOs | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | | SCT total amount | $6,642,947 | $8,517,395 | $15,740,735 | | Less average amount reported in “Option Awards” and “Stock Awards” columns in SCT for the Covered Year | (5,845,266) | (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 | 4,461,037 | 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 | (3,104,753) | 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 | 1,003,342 | 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 | (1,503,723) | 578,259 | 950,223 | | TOTAL ADJUSTMENTS: | (4,989,364) | 9,990,379 | 1,519,614 | | TOTAL AVERAGE COMPENSATION ACTUALLY PAID: | $1,653,583 | $18,507,774 | $17,260,349 |

  70. 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.

  71. 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, 2025 and impacts the amount of annual cash bonus that our named executive officers receive in the fiscal year. 51 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. 52

  72. CEO PAY RATIO

    CEO PAY RATIO For the fiscal year ended December 31, 2025, the median annual total compensation of all of our employees (other than our CEO) was $187,808, 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 $78,000. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of our other employees was 0.42 to 1. The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. The SEC rules permit companies to use a variety of methodologies, assumptions, and estimates in determining the median employee. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  73. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors and officers, except liability for the following: •any breach of their duty of loyalty to our Company or our stockholders; •any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; •for our directors, unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); •any transaction from which they derived an improper personal benefit; or •for our officers, any derivative action by or in the right of the corporation. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors and officers of corporations, then the personal liability of our directors and officers will be further limited to the greatest extent permitted by the DGCL. In addition, our Bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws further provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws also provide that we must advance expenses incurred by or on behalf of a director in advance of the final disposition of any action or proceeding, subject to very limited exceptions and that we may advance expenses incurred by or on behalf of our officers in advance of the final disposition of any action or proceeding. Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. The limitation of liability and indemnification provisions that are included in our amended and restated certificate of incorporation, Bylaws, and indemnification agreements that we have entered into (or may enter into in the future) with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and our other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification. We have obtained insurance policies under which, subject to the limitations of these policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of 62 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.