Jonathan Hyman

About Jonathan Hyman

Jonathan Hyman (age 39) is Chief Technology Officer of Braze, Inc., a role he has held since December 2016 after serving as Chief Information Officer from July 2011 to December 2016. He holds an A.B. in Computer Science from Harvard College . During FY2025, Braze delivered 25.8% revenue growth to $593.4 million, GAAP gross margin of 69.1% (up from 68.7%), and ended the year with three straight quarters of non-GAAP net income profitability; dollar-based net retention was 111% overall and 114% for $500K+ ARR customers, with 2,296 total customers as of January 31, 2025 . These operating results frame pay-for-performance decisions and equity alignment for Hyman’s incentives.

Past Roles

External Roles

• None disclosed in the proxy biography or executive officer section for Jonathan Hyman .

Fixed Compensation

• FY2025 base salaries were approved in February 2024; Hyman’s base rose 6% YoY (to $410,000) in the committee’s market alignment update .
• Benefits/perquisites: standard employee benefits only; no special perquisites. 401(k) company match up to the lesser of $5,000 or 6% of eligible compensation; no pension/SERP programs .

Performance Compensation

Annual Cash Incentive (FY2025)

• Plan metrics (equally weighted): Annual Contract Value (ACV), Renewal Rate (RR), and Non‑GAAP Operating Income (Loss). Definitions are as set in the plan and measured against annual operating plan targets; the committee did not exercise discretion for FY2025 .
• Corporate achievement was approximately 90% of target; NEO bonuses were paid at ~90% of target .

FY2024 actual bonus (for context): $226,611 .

Long-Term Equity Incentives

• Program design: RSUs with 4‑year vesting (16 equal quarterly installments) aligned with shareholder value creation and retention .
• FY2026 preview: Mix adds PSUs (30% of target LTI value) with FY2026 performance metrics of Revenue and Non‑GAAP Operating Income; earned PSUs vest 33% post 1‑year performance period, remainder quarterly over the next 2 years .

Stock Vesting and Exercises (FY2025)

Outstanding Equity as of Jan 31, 2025 (Key Awards)

Vesting terms (selected):

• 2023 RSUs: 16 equal quarterly installments beginning May 15, 2023; 100% acceleration on CIC termination (double trigger) .
• 2024 RSUs: 16 equal quarterly installments beginning May 15, 2024; 100% acceleration on CIC termination (double trigger) .
• 2021 options: remaining tranches vest monthly through Feb 2026 or Aug 2026; 100% acceleration on CIC termination (double trigger) .

Equity Ownership & Alignment

• Stock ownership guidelines adopted March 2025: officers must hold company stock equal to 2x base salary within five years; excludes unvested RSUs/options from counting toward guideline; compliance evaluated annually .
• Hedging/short sales/derivatives trading prohibited; pledging and margin generally prohibited except in limited pre‑approved cases . No pledging by Hyman is disclosed in beneficial ownership footnotes/tables .
• Insider trading windows and policy apply; Section 16(a) reporting note: one late report covering one transaction was filed by “Jon Hyman” in FY2025 .

Employment Terms

• Confirmatory offer letter; at‑will employment; eligible for annual discretionary performance-based bonus per program; subject to confidentiality/IP covenants .
• Executive Severance Plan (amended Sept 2024):
  • Termination without cause / for good reason outside CIC window: 0.5x base salary cash, unpaid earned bonus, 6 months of health premium continuation (CEO at 1.0x salary/12 months). No equity acceleration .
  • Double-trigger in CIC window (3 months before to 12 months after CIC): 1.0x salary, prorated target bonus plus unpaid earned bonus, 12 months health premiums, and full acceleration of unvested equity. CEO also receives an additional lump sum equal to target bonus .
  • 280G/4999 cutback to maximize after-tax benefit; no excise tax gross-ups .

• Clawback policy (NASDAQ Rule 10D‑1): mandatory recovery of excess incentive-based compensation upon a financial restatement; applies to current/former executive officers; no misconduct required for recovery .
• No single-trigger CIC vesting in plan documents; if awards are not assumed/continued/substituted in CIC, unvested awards accelerate immediately prior to close for active participants .

Compensation Structure Analysis

• Cash vs equity mix: Hyman’s FY2025 total compensation was primarily equity (RSUs), consistent with retention/alignment; FY2025 totals—Salary $410,000; Stock Awards $3,143,690; Bonus $239,099; Other $5,372; Total $3,798,161 .
• Shift from options to RSUs: Post-IPO program relies on RSUs; no options granted in FY2025; 2021 options continue vesting; 2026 introduces PSUs (30% of target equity) tied to Revenue and Non‑GAAP Operating Income—raising performance linkage .
• Say‑on‑Pay support: 98% approval at 2024 annual meeting, indicating strong investor endorsement of the compensation program .
• Governance safeguards: independent committee, independent consultant (Compensia), no hedging/pledging, no discounted options, no excise tax gross‑ups .

Investment Implications

• Alignment: Large long-term equity exposure (notably unvested RSUs and historical options) plus newly adopted officer stock ownership guidelines align Hyman with shareholder value creation; double-trigger CIC treatment reduces windfall risk .
• Performance linkage: FY2025 bonuses were formulaic and paid at ~90% of target on ACV, RR, and Non‑GAAP Operating Income; FY2026 PSU layer introduces explicit top/bottom-line hurdles, improving pay-for-performance sensitivity .
• Supply/vesting cadence: Quarterly RSU vesting beginning May 15, 2023 (2023 grant) and May 15, 2024 (2024 grant) may create periodic selling pressure from tax withholding or liquidity events, though policy prohibits hedging and generally pledging .
• Retention risk: Severance outside CIC is modest (0.5x salary and benefits), but significant unvested equity and CIC acceleration increase retention around strategic events; no non-compete terms are disclosed in the proxy .
• Governance note: One late Section 16 filing for Hyman is a minor compliance flag; otherwise, strong policy framework (clawback, no gross-ups, independent oversight) mitigates governance risk .