Form 4: Klaviyo Co-CEO Awarded Significant Equity Grants

Klaviyo's Co-Chief Executive Officer, Luciano Fernandez Gomez, received substantial equity awards, including RSUs and PSUs, tied to future service and stock performance.

Summary

• Luciano Fernandez Gomez, Co-Chief Executive Officer and Director of Klaviyo, Inc. (KVYO), was granted 1,093,801 Restricted Stock Units (RSUs) and 1,193,238 Performance Stock Units (PSUs) on January 15, 2026.
• The RSUs will vest in twelve equal quarterly installments, with the first installment vesting on February 15, 2026, contingent on continued service.
• The PSUs will vest in up to four tranches over a five-year measurement period, subject to achieving specific stock price targets and continued service.
• The stock price targets for PSU tranches are $40.00, $55.00, $70.00, and $85.00 per share, requiring the Series A Common Stock to close at or above these values for at least sixty consecutive calendar days.
• Following these transactions, Mr. Gomez beneficially owns a total of 2,370,891 shares, comprising 78,032 shares of Series A Common Stock, 1,099,621 unvested RSUs, and 1,193,238 unvested PSUs.

Sentiment

Score: 8

Explanation: The filing indicates a strong alignment of executive incentives with shareholder value through significant equity grants, including performance-based awards tied to ambitious stock price targets. This is generally viewed positively as it motivates management to drive company growth and stock appreciation.

Positives

• The significant equity grants align the Co-CEO's long-term incentives directly with shareholder value creation through both time-based and performance-based vesting conditions.
• The performance stock units (PSUs) are tied to ambitious stock price targets, indicating management's confidence in future growth and providing a clear roadmap for value appreciation.

Negatives

• The issuance of a large number of RSUs and PSUs, upon vesting, could lead to potential share dilution for existing shareholders, although this is a common practice in executive compensation.

Risks

• The vesting of RSUs and PSUs is contingent on the Reporting Person's continued service as Co-Chief Executive Officer, posing a risk if service is terminated.
• PSUs will only vest if specific stock price targets ($40.00, $55.00, $70.00, $85.00) are met for at least sixty consecutive calendar days within the five-year measurement period, meaning the awards may not fully vest if market performance is insufficient.

Future Outlook

The future outlook for the Co-CEO's equity compensation is directly tied to Klaviyo's stock performance, with significant vesting opportunities if the Series A Common Stock achieves price targets of $40.00, $55.00, $70.00, and $85.00 per share over the next five years, in addition to time-based vesting for RSUs.

Industry Context

The granting of substantial equity awards, particularly those with performance-based vesting tied to stock price appreciation, is a common practice in the technology and growth sectors to incentivize executive leadership and align their interests with long-term shareholder value. This structure is typical for high-growth companies like Klaviyo, aiming to retain key talent and drive aggressive market performance.

Comparison to Industry Standards

• The use of both time-based Restricted Stock Units (RSUs) and performance-based Stock Units (PSUs) is a standard compensation structure for executives in the technology industry, similar to practices at companies like Salesforce, Adobe, or HubSpot.
• The specific stock price targets for PSUs ($40, $55, $70, $85) are aggressive but not uncommon for a company seeking significant growth post-IPO, reflecting a strong belief in future market capitalization expansion, comparable to targets seen in other high-growth SaaS companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if stock price targets are met, but also potential for dilution upon vesting of these significant equity awards.
• Employees: The executive compensation structure sets a precedent for performance-based incentives within the company, potentially influencing broader employee motivation and retention strategies.

Next Steps

• The first RSU vesting installment is scheduled for February 15, 2026.
• Ongoing monitoring of Klaviyo's Series A Common Stock trading price will determine the vesting of PSU tranches over the next five years.

Key Dates

Keywords

Klaviyo, KVYO, Executive Compensation, RSU, PSU, Stock Award, Insider Transaction, Equity Grant, Performance Targets