Isabelle Winkles

About Isabelle Winkles

Isabelle Winkles, age 47, has served as Chief Financial Officer of Braze since January 2020. She holds an MBA from Harvard University and a BS from MIT, and previously held senior finance roles at Cognizant and Morgan Stanley . During FY2025, Braze revenue grew 25.8% year over year to $593.4 million amid three consecutive quarters of non-GAAP net income profitability, and pay-versus-performance disclosures show cumulative TSR from the IPO date to FY2025 alongside net loss and revenue trends .

Past Roles

Organization	Role	Years	Strategic Impact
Cognizant Technology Solutions Corp.	Vice President, Finance	Apr 2018 – Jan 2020	Not disclosed
Morgan Stanley & Co.	Managing Director	Jan 2016 – Apr 2018	Not disclosed

External Roles

Organization	Role	Years	Strategic Impact
None disclosed	—	—	—

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	$400,000	$425,000	$440,000
Target Bonus (% of Base)	Not disclosed	60%	75%
Target Bonus ($)	Not disclosed	Not disclosed	$330,000
Actual Bonus Paid ($)	$112,800	$250,155	$295,515
Stock Awards ($, grant-date fair value)	—	$5,020,661	$4,640,680
All Other Compensation ($)	$5,288	$5,437	$5,372
Total Compensation ($)	$518,088	$5,701,253	$5,381,567

Performance Compensation

Component	Metric	Weighting	Target	Actual	Payout	Vesting/Timing
Annual Cash Bonus (FY2025)	ACV (annual contract value)	33.3%	Not disclosed	Company achievement ≈90% of target	$295,515 (vs. $330,000 target)	Paid March 2025
Annual Cash Bonus (FY2025)	Renewal Rate (RR)	33.3%	Not disclosed	Company achievement ≈90% of target	Included in above	Paid March 2025
Annual Cash Bonus (FY2025)	Non-GAAP Operating Income (Loss)	33.3%	Not disclosed	Company achievement ≈90% of target	Included in above	Paid March 2025
FY2026 Equity	PSUs (Revenue & Non-GAAP Operating Income goals)	30% of target equity	Not disclosed	Earned based on FY2026 goals	Not disclosed	33% vests after 1-year; remainder quarterly over next 2 years

Equity Awards Detail (Grants and Vesting)

Grant Type	Grant Date	Shares/Units	Vesting Schedule	Notes
RSUs	Feb 1, 2024	84,376	16 equal quarterly installments starting May 15, 2024	$4,640,680 grant-date fair value
RSUs	Mar 3, 2023	See outstanding count below	16 equal quarterly installments starting May 15, 2023	Unvested counts/value shown below
Stock Options	Feb 4, 2020	44,813 (exercisable)	—	$4.88 strike; expires 2/3/2030
Stock Options	Apr 20, 2021	34,166 (exercisable); 5,834 (unexercisable)	Monthly to Aug 2025	$35.01 strike; expires 4/19/2031
Stock Options	Apr 20, 2021	72,500 (exercisable); 47,500 (unexercisable)	Monthly to Aug 2026	$35.01 strike; expires 4/19/2031

Equity Activity (FY2025)	Quantity	Value
Options Exercised	40,500	$1,371,638 (value realized at exercise)
RSUs Vested	53,309	$2,306,875 (value realized at vesting)

Outstanding RSUs as of Jan 31, 2025	Units	Market Value
RSUs (Mar 3, 2023 grant)	84,354	$3,878,597 (at $45.98 close)
RSUs (Feb 1, 2024 grant)	68,556	$3,152,205 (at $45.98 close)

Equity Ownership & Alignment

Ownership Item	Detail
Beneficial Ownership (as of Apr 28, 2025)	Class A: 73,930; RSUs vesting within 60 days: 20,805; Class B options: 168,146; total voting power: <1%
Stock Ownership Guidelines	Officers expected to hold common stock valued at 2x base salary within 5 years; excludes unvested RSUs/options; measured at closing price; compliance reviewed annually
Hedging/Pledging	Hedging prohibited; pledging generally prohibited except limited pre-approved cases; margin purchases prohibited
ESPP Participation	All eligible employees (incl. NEOs) may purchase at 15% discount, up to 15% of gross earnings, subject to plan limits
Vested vs. Unvested Detail	See “Outstanding RSUs” and “Options” tables above

Employment Terms

Term	Outside Change-in-Control Period	Within Change-in-Control (Double Trigger)
Severance Cash	0.5x base salary ($220,000)	1.0x base salary ($770,000) + prorated target bonus; earned but unpaid bonus
Health Benefits	6 months (premiums) $18,093	12 months (premiums) $36,187
Equity	Forfeiture of unvested awards	Accelerated vesting of unvested equity; Winkles’ estimated accelerated value: $7,615,876 (as of Jan 31, 2025)
Trigger Type	At-will employment; severance for termination without cause or resignation for good reason	Double-trigger; no single-trigger acceleration
Clawback	Mandatory recovery of excess incentive-based comp upon restatement; Recoupment Policy adopted Sept 2023 (Exhibit 97 to FY2025 10-K)
Tax Gross-ups	No excise tax gross-ups provided; payments may be reduced to optimize after-tax benefit
Confirmatory Offer Letter	At-will; eligible for performance-based compensation; covered by executive severance plan and covenants agreement

Company Performance Context (for pay-for-performance)

Metric	FY 2022	FY 2023	FY 2024	FY 2025
Revenue ($000s)	$238,035	$355,426	$471,800	$593,410
Net (Loss) Income ($000s)	$(78,167)	$(140,746)	$(130,429)	$(104,047)
Braze Cumulative TSR (Value of $100)	$53.56	$34.26	$57.88	$49.23

Additional highlights: FY2025 revenue +25.8% YoY and reduced GAAP operating loss; three consecutive quarters of non-GAAP net income profitability; record bookings noted in February 2025 organizational 8-K .

Compensation Governance & Benchmarks

Compensation Committee: Phillip M. Fernandez (Chair), Fernando Machado, Tara Walpert Levy; met five times in FY2025 .
Consultant: Compensia engaged; independence assessed; assisted with peer group and program design .
Peer Group (FY2025): Includes Amplitude, Asana, C3.ai, Confluent, DoubleVerify, EngageSmart, Fastly, GitLab, HashiCorp (added in FY2025), JFrog, Jamf, nCino, PagerDuty, Procore, Samsara, Semrush, Smartsheet, Sprinklr, Sprout Social, Varonis, Workiva; Rapid7 and ZoomInfo removed .
Say-on-Pay: 98% approval at 2024 Annual Meeting .

Investment Implications

Alignment improving: Introduction of PSUs (30% of FY2026 target equity) tied to revenue and non-GAAP operating income should tighten pay-for-performance and reduce reliance on time-based RSUs .
Selling pressure watch-list: Winkles regularly vests RSUs and has exercised options (40,500 shares exercised; $1.37M value realized), which can lead to periodic Form 4 activity and potential selling for tax/liquidity; monitor 10b5-1 plans and vesting calendars .
Retention and change-in-control: Moderate severance (0.5x/1.0x salary) with double-trigger acceleration and no excise tax gross-ups indicates shareholder-friendly terms and balanced retention economics .
Ownership and risk controls: Beneficial ownership <1% with robust ownership guidelines (2x salary), clawback policy, and prohibitions on hedging/pledging reduce governance red flags and align long-term behavior with shareholders .