Braze, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Braze, Inc. on April 4, 2023. The filing reports material corporate governance changes, specifically the resignation of a director and the appointment of a new director, effective immediately on the date of the report.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on board composition and director compensation arrangements rather than financial performance.
Material Changes
- Director Resignation: Matthew Jacobson resigned from the Board of Directors and the Audit Committee effective April 4, 2023. The resignation is not due to any disagreement with the Company regarding operations, policies, or practices.
- Director Appointment: Fernando Machado was appointed as a Class I director, effective April 4, 2023, with a term expiring at the 2025 annual meeting of stockholders.
- Committee Updates:
- Audit Committee: David Obstler (chair), Phillip Fernandez, and Doug Pepper.
- Compensation Committee: Phillip Fernandez (chair), Tara Levy, and Fernando Machado.
- Nominating and Corporate Governance Committee: Tara Levy (chair) and Neeraj Agrawal.
Outlook, Risks, and Compensation
The filing details the compensatory arrangements for the new director, Fernando Machado, under the Company's non-employee director compensation policy:
- Initial Grant: 7,085 restricted stock units (RSUs) of Class A common stock, vesting in three equal annual installments.
- Cash Retainer: $30,000 annual cash retainer for board service plus an additional $7,000 annual cash retainer for service on the compensation committee.
- Annual Grant: Eligible for an annual RSU award valued at $175,000 at each annual stockholder meeting (prorated for the 2023 meeting), vesting in full on the first anniversary of the grant date or the day before the next annual meeting.
- Change of Control: Unvested RSUs vest in full immediately prior to a change of control, subject to continued service.
Mr. Machado brings extensive global marketing experience, having previously served as CMO at NotCo, Activision Blizzard, Restaurant Brands International, Burger King, and Unilever.
Key Facts for Investor Verification
- Confirm the effective date of Matthew Jacobson's resignation and the immediate appointment of Fernando Machado.
- Verify the updated composition of the Audit, Compensation, and Nominating committees.
- Review the specific vesting schedules and cash retainer amounts for the new director's compensation package.
- Check the referenced press release (Exhibit 99.1) for any additional context regarding the board changes.