Curtis Liu
About Curtis Liu
Curtis Liu is Amplitude’s co-founder, Chief Technology Officer, and a Class II director, serving on the board since 2011; he previously worked as a Software Engineer at Google from August 2010 to August 2011 and holds a B.S. in Electrical Engineering and Computer Science from MIT, where he won the Battlecode programming competition in 2010 . He is 36 years old as of April 15, 2025 . Company performance during his tenure includes GAAP revenue growth from $167 million in 2021 to $299 million in 2024 , while cumulative TSR since 2022 lagged the NASDAQ Emerging Cloud Index peer group . As a co-founder, Liu is not an independent director and maintains significant voting control via Class B shares under Amplitude’s dual-class structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amplitude, Inc. | Co-founder; Chief Technology Officer; Director | 2011–present | Built product analytics technology; long-term product leadership and governance |
| Google LLC | Software Engineer | Aug 2010–Aug 2011 | Early experience at a large-scale tech platform informing product engineering |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships or committee roles disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $266,667 | $350,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | $400,000 | $266,667 | $350,000 |
- 2024 base salary was increased to $400,000 effective April 1, 2024 to restore pre-May 2023 levels; percentage increase from 2023 was 100% .
- PEO and CTO did not receive new equity awards since 2020 .
Performance Compensation
- Participation: Liu did not receive a cash-based incentive bonus in 2024; the company contemplates including Liu in the 2025 Bonus Plan .
- Company-wide 2024 Bonus Plan metrics and payout:
| Metric | Weight | Target | Actual | Bonus Driver | Payout |
|---|---|---|---|---|---|
| Revenue | 70% | $298.7 million | $298.8 million | 100.3% | 70.2% |
| Non-GAAP Operating Income | 30% | $1.5 million | -$2.2 million | 75.6% | 22.7% |
| Total payout | — | — | — | — | 92.9% |
Notes:
- No threshold; payout capped at 200% of target .
- 2024 participants were Casey, Hansen, and Harms; no bonus paid to Liu in 2024 .
Equity Ownership & Alignment
- Beneficial ownership as of April 15, 2025:
| Holding | Amount | Notes |
|---|---|---|
| Class A shares | 724,710; <1% of Class A | Includes 79,228 Class A in trust; plus options exercisable within 60 days (see below) |
| Class B shares | 7,382,208; 23.0% of Class B | Held in trust; five votes per share; convertible into Class A 1:1 |
| Options exercisable within 60 days (Class A) | 633,283 in trust; 12,199 separate | Founder options mostly at $4.19 strike |
| % total voting power | 14.5% | Dual-class voting |
- Insider trading activity in 2024: exercised 23,866 options; value realized $210,259; converted resulting Class A shares to Class B .
- Anti-hedging and anti-pledging: short sales, derivatives, hedging prohibited; pledging prohibited absent Compliance Officer approval; margin accounts disallowed; policy filed as Exhibit 19.1 to 2024 10-K .
Outstanding Awards and Vesting Schedules (as of 12/31/2024)
| Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 01/01/2021 | 117,768 | 12,199 | 4.19 | 12/27/2030 | 1/48th monthly over 4 years; early-exercise with restricted stock subject to same schedule |
| 09/21/2021 | 515,515 | — | 4.19 | 12/27/2030 | 1/24th monthly; fully vested by 09/21/2023; was exercisable prior to vesting subject to repurchase right |
Employment Terms
- Employment status: At-will; executive Employment Agreement form adopted Nov 5, 2024; severance governed by Executive Severance Plan .
- Severance plan: single-trigger for termination without Cause or for Good Reason outside a CIC; enhanced benefits double-trigger for terminations within the CIC window (three months pre- to 12 months post-CIC), including full equity acceleration (non-performance awards) .
| Scenario | Cash Severance | Bonus Payment | Equity Acceleration | COBRA Reimbursement |
|---|---|---|---|---|
| Termination w/o CIC | $200,000 (6 months base) | None | None | $4,579 |
| Termination in CIC window | $400,000 (12 months base) | 100% of target bonus | $77,586 (FMV difference at $10.55 as of 12/31/2024) | $9,158 |
Additional terms:
- Severance contingent on release of claims and confidentiality compliance .
- No tax gross-ups on severance or CIC benefits .
Board Governance
- Board service history: Class II director; term expires at the 2026 Annual Meeting .
- Independence: Board determined all directors other than CEO Spenser Skates and CTO Curtis Liu are independent under Nasdaq rules; Liu is not independent given management role .
- Committee memberships: Liu is not listed on Audit, Compensation, Nominating & Corporate Governance, or Cybersecurity Committees .
- Board leadership: CEO is Chair; Lead Independent Director James Whitehurst presides over executive sessions and agenda setting .
- Director compensation: Executives serving as directors were not eligible for board compensation in 2024 .
Compensation Structure Analysis
- Shift toward fixed pay: Salary restored to $400,000 in 2024 after prior reductions; no 2024 equity grants to CTO; founders have not received equity awards since 2020, implying reduced at-risk equity compensation at founder level .
- Performance metrics: Company short-term incentives tied to Revenue (70%) and Non-GAAP operating income (30%); 2024 payout at 92.9% of target for participants; Liu may be added to 2025 plan, increasing variable pay exposure .
- Equity practices: Company currently grants RSUs broadly; no options granted to NEOs in 2024; standard practices avoid MNPI timing; no repricing disclosed .
- Governance safeguards: Anti-hedging/pledging policy; no severance tax gross-ups; severance plan uses double-trigger equity acceleration in CIC context .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Stock ownership guidelines | Not disclosed for executives in provided materials |
| Compliance status | Not disclosed |
| Vested vs unvested | 09/21/2021 option fully vested; 01/01/2021 option continues to vest monthly; early-exercised portion still subject to vesting via restricted stock |
| Options ITM value | CIC equity acceleration value estimated $77,586 at $10.55 share price as of 12/31/2024 for unvested awards |
| Pledging/Hedging | Prohibited absent Compliance Officer approval; hedging and derivatives banned |
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| GAAP Revenue ($M) | $167 | $238 | $276 | $299 |
| Company TSR (Value of $100) | $96.61 | $22.04 | $23.21 | $19.25 |
| Peer Group TSR (Value of $100) | $90.31 | $43.78 | $61.33 | $66.10 |
- Since 2022, cumulative TSR trailed the NASDAQ Emerging Cloud Index peer group; management emphasizes revenue as a key performance measure for compensation alignment .
Compensation Peer Group (2024)
Asana; AvePoint; Blackline; Braze; C3.ai; Couchbase; Domo; Enfusion; Fastly; Flywire; JFrog; nCino; Olo; Semrush; Sprinklr; Sprout Social; Varonis Systems; WalkMe; Weave Communications .
Say-on-Pay & Shareholder Feedback
- 2024 vote on 2023 program: 89.57% approval; no fundamental changes prompted; 2025 Say-on-Pay scheduled with Board recommendation FOR .
Related Party Transactions and Protections
- Investor Rights Agreement provides registration rights to certain holders; director and officer indemnification agreements in place; D&O insurance maintained .
Investment Implications
- Alignment: Founder-level ownership and dual-class voting power indicate strong long-term alignment; anti-hedging/pledging policy reduces misalignment risk .
- Retention risk: Severance plan offers modest cash severance outside CIC (six months’ salary) with enhanced double-trigger benefits in CIC scenarios, plus full equity acceleration; Liu’s large ownership and relatively low guaranteed cash suggest low flight risk absent major strategic changes .
- Trading signals: 2024 option exercise by Liu (23,866 shares; $210,259 value realized) is modest relative to overall holdings; absence of 2024 equity grants for founders coupled with contemplated 2025 bonus participation could slightly increase near-term cash comp sensitivity without indicating selling pressure .
- Governance: CTO serving as non-independent director is mitigated by strong independent committee structures and a Lead Independent Director, though dual-class voting and staggered board can entrench management; continue monitoring say-on-pay outcomes and any changes to compensation design (e.g., introduction of performance-based equity) .