Neeraj Agrawal

About Neeraj Agrawal

Neeraj Agrawal, age 52, is a Class II independent director of Braze (BRZE) who has served on the board since April 2016; he is a General Partner at Battery Ventures (since August 2000) and holds an MBA from Harvard Business School and a B.S. in Computer Science from Cornell University . The board is classified; Agrawal’s current term expires at the 2026 Annual Meeting, and the board has determined he is independent under Nasdaq standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Battery Ventures	General Partner	Aug 2000–present	Senior investing role; extensive software/web services experience
Sprinklr, Inc.	Director	Since Aug 2011	Public company director experience
Amplitude, Inc.	Director (prior)	Not disclosed	Prior public/private board experience
Bazaarvoice, Inc.	Director (prior)	Not disclosed	Prior public/private board experience
Coupa Software Incorporated	Director (prior)	Not disclosed	Prior public/private board experience
Marketo, Inc.	Director (prior)	Not disclosed	Prior public/private board experience
Wayfair, Inc.	Director (prior)	Not disclosed	Prior public/private board experience

External Roles

Organization	Role	Tenure	Notes
Sprinklr, Inc.	Director	Since Aug 2011	Current public company board
Various (Amplitude, Bazaarvoice, Coupa, Marketo, Wayfair)	Director (prior)	Not disclosed	Prior service on multiple public company boards

Board Governance

Classification and term: Class II director; term expires at the 2026 Annual Meeting .
Independence: Board affirmed Agrawal as independent (Nasdaq) .
Committee assignments: Member, Nominating & Corporate Governance Committee; previously served on the Audit Committee from Feb 1–Jun 3, 2024; not currently on Audit or Compensation .
Committee chairs: Audit—David Obstler (Chair, financial expert); Compensation—Phillip M. Fernandez (Chair); Nominating—Tara Walpert Levy (Chair) .
Board leadership: CEO William Magnuson serves as Chair; Phillip M. Fernandez is Lead Independent Director .
Attendance: Board met 4x; Audit 5x; Compensation 5x; Nominating 3x; every director attended ≥75% of aggregate board and committee meetings .

Fixed Compensation

Non-Employee Director Compensation Policy (structure):

Component	Annual Amount	Notes
Board retainer	$30,000	Cash retainer for directors
Non-executive Chair	$30,000	Additional retainer
Lead Independent Director	$15,000	Additional retainer
Audit member	$10,000	Additional retainer
Compensation member	$7,000	Additional retainer
Nominating member	$4,000	Additional retainer
Audit chair	$20,000	In lieu of member fee
Compensation chair	$14,000	In lieu of member fee
Nominating chair	$8,000	In lieu of member fee
Initial RSU grant	$225,000	Vests in three annual installments
Annual RSU grant	$175,000	Vests by next annual meeting or one year

FY2025 Actual (earned by Agrawal):

Director	Cash Fees ($)	Stock Awards ($)	Total ($)
Neeraj Agrawal	34,000	160,347	194,347

Performance Compensation

Braze does not use performance-based equity for directors; non-employee director equity is time-based RSUs per policy .
As of Jan 31, 2025, Agrawal held 4,213 unvested RSUs; no options outstanding .

Metric	Disclosure
Performance-linked director pay metrics	None disclosed; director RSUs are time-based only

Other Directorships & Interlocks

Entity	Relationship	Potential Interlock/Exposure
Battery Ventures (entities affiliated)	Significant shareholder of Braze; Agrawal is a managing member in GP entities for Battery funds	Governance influence via large voting block; see ownership section
Sprinklr, Inc.	Current public company directorship	Industry network; no Braze related-party transaction disclosed

Related-party transactions: Proxy discloses vendor relationship with Datadog (director Obstler is CFO) and an officer-affiliated employee; no transactions disclosed involving Battery Ventures or Agrawal in FY2025 .

Expertise & Qualifications

Deep investing/operating experience in software and web services through Battery Ventures; extensive public company board exposure (Sprinklr; prior boards) .
Education: MBA (Harvard), B.S. Computer Science (Cornell) .

Equity Ownership

Holder	Class A Shares	Class B Shares	% Voting Power	Notes
Neeraj Agrawal (incl. Battery-affiliated holdings)	2,335,166 (2.5%)	6,926,246 (53.2%)	32.2%	Includes Battery-affiliated holdings; also 4,213 RSUs; breakdown via footnotes

Footnotes and ownership detail:

Battery Ventures (affiliates) collectively hold 1,605,137 Class A and 6,926,246 Class B; managing members include Agrawal; parties generally disclaim beneficial ownership except pecuniary interests .
Agrawal’s line item in security ownership includes Battery-affiliated shares plus personal holdings and RSUs as detailed in footnote (10) .
Hedging/pledging: Braze policy prohibits hedging and generally pledging except limited pre-approval; applies to directors .
Stock ownership guidelines adopted March 2025 require non-employee directors to hold Braze stock equal to 5x annual cash retainer within five years; compliance evaluated annually (no individual compliance status disclosed) .

Insider Trades (reference filings)

Filer	Filing	Date	Notes
Battery Ventures affiliates	Form 4	Apr 14, 2025	Ownership detail across BV funds; GP/managing member group includes Neeraj Agrawal; beneficial ownership generally disclaimed except pecuniary interest

Governance Assessment

Strengths
- Independence affirmed under Nasdaq; participation on Nominating & Corporate Governance Committee that oversees director performance, conflicts, ESG governance, and board composition .
- Attendance threshold met (≥75% of board/committee meetings); structured committee governance with independent chairs and formal charters .
- Director equity is time-based RSUs; Braze prohibits hedging/shorts and generally pledging; director stock ownership guidelines enhance alignment .
Risks and RED FLAGS
- Significant voting influence: Agrawal is associated with Battery Ventures’ large Class B block; his line item reflects 32.2% voting power including Battery-affiliated holdings, raising potential control/influence considerations and perceived conflicts—especially while serving on the Nominating Committee that reviews board composition and conflicts .
- Classified board with staggered terms can entrench governance and delay changes in control, amplifying the impact of concentrated voting power .
- No disclosure of director performance-based equity or metrics; while standard, it reduces direct pay-for-performance link for directors (RSUs are time-vested) .
Compensation and alignment signals
- FY2025 director pay is modest in cash ($34k) with equity ($160k RSU grant), consistent with market practice; annual RSU grants vest within a year, supporting ongoing alignment .
- Stock ownership guidelines (5x annual cash retainer) should improve long-term alignment; individual compliance status not disclosed .
Related-party exposure
- No related-party transactions disclosed involving Agrawal or Battery Ventures for FY2025; Braze has a formal related-person transaction policy and the Audit Committee reviews such matters .
Board structure context
- CEO is Chair; Lead Independent Director (Fernandez) duties include executive sessions and agenda setting; this partially mitigates combined chair/CEO structure risks .

Overall: Agrawal brings deep software investing and board experience but his association with Battery Ventures’ substantial voting stake is the principal governance risk to monitor, particularly in nomination/governance decisions and any potential conflicts. Transparency through ownership disclosures, conflict review in Nominating & Corporate Governance, anti-hedging/pledging policies, and stock ownership guidelines are positive mitigants .