Fernando Machado

About Fernando Machado

Fernando Machado (age 50 as of April 28, 2025) is an independent Class I director of Braze, Inc. and has served on the board since April 2023 . He holds an M.B.A. from INSEAD (France) and a B.A. in Mechanical Engineering from UNICAMP (Brazil) . He is currently an Operating Partner at Garnett Station Partners, LLC (since October 2023) and was previously CMO at The NotCompany, Inc. (Apr–Nov 2023), Activision Blizzard, Inc. (Apr 2021–Apr 2023), Restaurant Brands International Inc. (Jan 2020–Apr 2021), and Global CMO at Burger King Corp. (Oct 2017–Jan 2020) . He has been nominated for re-election at the June 26, 2025 annual meeting for a term through 2028 .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Machado is independent under Nasdaq standards .
• Board structure: CEO serves as Chair; Phillip M. Fernandez is Lead Independent Director .
• Committee assignments (current): Compensation and Leadership Development Committee member; Chair is Phillip M. Fernandez; Nominating & Corporate Governance Committee chair is Tara Walpert Levy; Audit Committee chair is David Obstler .
• Attendance: In FY2025 (ended Jan 31, 2025), the board met 4x; audit 5x; compensation 5x; nominating 3x; each director attended ≥75% of aggregate meetings of the board and committees on which they served .
• Election cycle: Class I director; term up for re-election in 2025 to serve through 2028 if elected .

Fixed Compensation

Policy elements (for context):

• Additional annual fees: Audit member $10,000; Compensation member $7,000; Nominating member $4,000; Audit chair $20,000; Compensation chair $14,000; Nominating chair $8,000; Lead Independent Director $15,000; Non‑executive Chairperson $30,000 .

Performance Compensation

Notes:

• Braze does not use performance‑based metrics for non‑employee director equity; RSUs are time‑vested per policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: M.B.A., INSEAD; B.A., Mechanical Engineering, UNICAMP .
• Domain expertise: Senior marketing leadership across global consumer brands and gaming; operating partner experience at a private investment firm .
• Board qualifications: Marketing expertise, management experience, extensive industry background; considered independent .

Equity Ownership

• Stock ownership guidelines adopted March 2025 require non‑employee directors to hold shares equal to 5x annual cash retainer within 5 years; compliance measured annually using market price; options/RSUs do not count toward the guideline .
• Hedging/pledging: Company policy prohibits hedging and generally prohibits pledging/margin (limited pre‑approved exceptions), strengthening alignment .

Governance Assessment

• Committee role and independence: Machado’s seat on the Compensation Committee, with a fully independent membership and use of an independent consultant (Compensia), supports governance quality with no consultant conflicts identified .
• Attendance and engagement: Board and committee cadence is robust (board 4x; comp 5x), and all directors, including Machado, met the ≥75% attendance threshold in FY2025—an adequate engagement signal .
• Pay structure and alignment: Director cash is modest ($37k) with equity as the primary component ($160k), reinforcing long‑term alignment; director RSUs time‑vest and accelerate on change‑in‑control per standard market practice . Newly adopted stock ownership guidelines (5x retainer) further strengthen alignment over time .
• Conflicts/related parties: No related‑party transactions or interlocks associated with Machado disclosed; independence affirmed by the board .
• Shareholder signals: Say‑on‑pay support has been strong (98% approval in 2024; 99% in 2023), indicating constructive investor sentiment toward Braze’s compensation governance framework, albeit focused on executives .

RED FLAGS

• None disclosed specific to Machado: no related‑party transactions, no Section 16(a) filing delinquencies, no hedging/pledging disclosures; independence affirmed .

Contextual Signals

• Board leadership remains combined CEO/Chair with a designated Lead Independent Director—investors may monitor balance of oversight; executive sessions are overseen by the Lead Independent Director .

Appendix: Non‑Employee Director Compensation (FY2025)

References

• Director biography, age, tenure, roles:
• Class structure and re‑election:
• Independence determination:
• Board leadership and Lead Independent Director:
• Meetings and attendance:
• Committee membership and chairs:
• Non‑employee director compensation policy and amounts:
• Beneficial ownership (shares and voting power):
• Stock ownership guidelines:
• Hedging/pledging restrictions:
• Related‑party transactions summary:
• Compensation Committee interlocks:
• Say‑on‑pay results: