Astha Malik

About Astha Malik

Astha Malik is Chief Business Officer at Braze (since June 2023), after serving as Chief Marketing Officer from June 2022 to June 2023. She is 45 years old and holds a Bachelor of Commerce in Business from Delhi University and an M.S. from Florida International University (Chapman School of Business) . Under her tenure, Braze reported FY2025 revenue of $593.4 million (+25.8% YoY), GAAP gross margin of 69.1%, and three consecutive quarters of non-GAAP net income profitability, framing the pay-for-performance context for executives .

Past Roles

Organization	Role	Years	Strategic Impact
Braze	Chief Business Officer	Jun 2023–present	Leads corporate strategy, growth engineering, operations, marketing, strategic consulting and education .
Braze	Chief Marketing Officer	Jun 2022–Jun 2023	Drove brand and GTM for customer engagement platform .
VTEX	Chief Operating Officer	May 2021–Jun 2022	Scaled operations in digital commerce .
Zendesk	Global VP, Go-to-Market Strategy	Apr 2019–May 2021	Led GTM strategy across functions .
Zendesk	Global VP, Platform & Product Marketing	Feb 2017–Apr 2019	Built platform/product marketing at scale .

External Roles

Organization	Role	Years	Notes
Workiva (NYSE: WK)	Director	Appointed May 29, 2025	Board appointment announced; recognized for scaling B2B SaaS and GTM excellence .

Fixed Compensation

Braze’s FY2025 proxy did not disclose Ms. Malik’s base salary or cash bonus specifics, as she was not a Named Executive Officer in FY2025 .

Performance Compensation

Braze’s FY2025 annual cash bonus program for NEOs used three equally weighted corporate metrics: Annual Contract Value (ACV), Renewal Rate (RR), and Non-GAAP operating income; payouts were approximately 90% of target based on full-year results . While this defines the company’s pay-for-performance design, Ms. Malik’s individual bonus targets or payouts were not disclosed.

Metric	Weighting	Target	Actual	Payout (% of Target)	Vesting/Timing
ACV	33%	Not disclosed	Not disclosed	~90% aggregate payout for NEO program	Paid after FY end .
Renewal Rate (RR)	33%	Not disclosed	Not disclosed	~90% aggregate payout	Paid after FY end .
Non-GAAP Operating Income	33%	Not disclosed	Not disclosed	~90% aggregate payout	Paid after FY end .

FY2026 equity design introduced PSUs equal to 30% of target equity value, earned on revenue and Non-GAAP operating income, with 33% vesting post 1-year performance period and the remainder quarterly over the following two years .

Equity Type	Metric(s)	Weighting	Earnout	Vesting
PSUs (FY2026)	Revenue and Non-GAAP Operating Income	30% of target equity value	Sliding schedule vs targets	33% after year 1; remaining in equal quarterly installments over 2 years .
RSUs	Time-based	Not applicable	N/A	16 equal quarterly installments over 4 years (company standard) .

Equity Ownership & Alignment

Insider filings show significant Braze equity exposure with substantial RSU components and use of a 10b5-1 plan adopted April 14, 2025.

Date	Transaction	Shares Sold	Shares Held After	RSUs Included in Holdings	Notes
May 19, 2025	Sale	13,460	Not disclosed in filing excerpts	Not disclosed	Open market sale (Form 4 summary) .
Jul 28, 2025	Sale via 10b5-1	9,001	249,979	222,391 RSUs	Weighted avg. $30.01; plan adopted 4/14/25 .
Sep 5, 2025	Sale via 10b5-1	3,270	233,660	196,263 RSUs	Price $32.51; plan adopted 4/14/25 .

Alignment policies:

Stock ownership guidelines (adopted Mar 2025): CEO 6x salary; “other officers” (Section 16) 2x salary; non-employee directors 5x cash retainer; 5-year compliance window; RSUs/PSUs do not count until vested .
Hedging, short selling, margin purchases prohibited; pledging generally prohibited except limited pre-approval by Board or Nominating & Corporate Governance Committee .
Recoupment (clawback) policy (adopted Sep 2023): mandatory recovery of excess incentive-based compensation upon restatement; applies to current/former executive officers; recovery doesn’t require misconduct .

Employment Terms

Roles and start dates: CMO (Jun 2022–Jun 2023); CBO (Jun 2023–present) .
Severance/change-of-control: Braze’s Executive Severance Plan covers NEOs and “certain other members of management and key employees,” providing 0.5x base salary (CEO 1.0x) and 6 months of benefits if terminated without cause or for good reason outside the CIC window; within the CIC determination period (3 months pre–12 months post), 1.0x base salary, prorated target bonus, 12 months of benefits, and accelerated vesting of unvested equity; CEO receives additional target bonus amount; payments subject to potential 280G cutback if excise tax would reduce after-tax benefit . Braze did not disclose Ms. Malik’s specific participation in the plan.
Insider trading controls: Quarterly blackout periods; trades by officers require pre-clearance; 10b5-1 trading plans permitted when not in possession of MNPI; gifts during blackout require pre-clearance; margin/pledge restrictions; policy last amended Dec 9, 2024 .

Compensation Committee and Governance Context

Compensation and Leadership Development Committee: Chair Phillip M. Fernandez; members Tara Walpert Levy and Fernando Machado; uses Compensia as independent consultant; reviewed peer group, adopted FY2026 PSUs and stock ownership guidelines .
Say-on-pay: 98% approval at 2024 Annual Meeting, reinforcing strong shareholder support for executive pay programs .

Investment Implications

Alignment: Large RSU component (e.g., 222,391 RSUs as of 7/28/25; 196,263 RSUs as of 9/5/25) suggests high equity-based pay and multi-year vesting, aligning incentives with shareholder value creation .
Selling pressure: Regular, small sales under a Rule 10b5-1 plan may continue around vest dates, indicating modest recurring supply rather than discretionary selling .
Retention risk mitigants: Stock ownership guidelines (2x salary for officers) and mandatory clawback policy enhance long-term alignment and reduce governance risk .
Performance linkage strengthening: Introduction of PSUs tied to revenue and Non-GAAP operating income increases pay-for-performance rigor across senior leadership .
External network: Workiva board seat may expand industry networks and strategic insight without evident conflict; timing and disclosure transparent via press releases .

Key unknowns: Ms. Malik’s base salary, bonus targets/payouts, and explicit severance plan participation were not disclosed in Braze’s FY2025 proxy; avoid inference beyond company-wide program features **[1676238_0001140361-25-019268_ny20045978x1_def14a.htm:31]** **[1676238_0001140361-25-019268_ny20045978x1_def14a.htm:46]**.