Phillip Fernandez

About Phillip M. Fernandez

Independent director at Braze since May 2019; age 64; B.A. in History from Stanford University. Former Chairman and CEO of Marketo (retired 2016; co‑founded in 2006), previously President/COO of Epiphany and COO of Red Brick Systems, bringing 40+ years of enterprise software operating experience . He is an independent director under Nasdaq rules and serves as Lead Independent Director, providing counterbalance to the combined CEO/Chair structure .

Past Roles

External Roles

• No current public company directorships disclosed in Braze’s proxy for Mr. Fernandez .

Board Governance

• Class I director nominated for re‑election at the June 26, 2025 annual meeting; term to expire at the 2028 annual meeting if elected .
• Lead Independent Director (LID), with responsibilities to preside at executive sessions of independent directors, act as liaison to the CEO/Chair, and consult on agendas/schedules .
• Committee assignments (FY ended Jan 31, 2025 and current per proxy): Chair, Compensation & Leadership Development Committee; Member, Audit Committee .
• Independence: Board determined Fernandez to be independent (Nasdaq) .
• Attendance and engagement: Board met 4x; Audit 5x; Compensation 5x; Nominating/Gov 3x; each director attended at least 75% of aggregate board+committee meetings .

Fixed Compensation (Non-Employee Director; FY ended Jan 31, 2025)

Director compensation (reported):

• Fees earned/paid in cash: $69,000; Stock awards (grant‑date fair value): $160,347; Total: $229,347 .
• Policy also provides Committee Chair fees (Audit Chair $20k; Comp Chair $14k; Nominating Chair $8k) and member fees (Audit $10k; Comp $7k; Nominating $4k) .

Mix (FY2025; derived from disclosed amounts):

• Cash: 30.1% ($69,000 / $229,347) and Equity: 69.9% ($160,347 / $229,347) .

Performance Compensation (Directors)

Note: Mr. Fernandez’s FY2025 director stock award (grant‑date fair value) was $160,347 (company-reported) .

Other Directorships & Interlocks

Expertise & Qualifications

• 40+ years in technology with CEO/COO roles at leading marketing/database software companies; Stanford B.A. .
• Governance experience as Lead Independent Director and Compensation Committee Chair; Audit Committee member .

Equity Ownership

As of April 28, 2025 (beneficial ownership table methodology includes options/RSUs exercisable/vesting within 60 days):

• Class A common stock: 15,269 shares; Class B common stock: 145,692 shares; total voting power: less than 1% .
  As of January 31, 2025 (director outstanding awards table):
• Options outstanding: 148,692; Unvested RSUs: 4,213 .

Alignment policies:

• Stock ownership guidelines (adopted Mar 2025): non‑employee directors expected to hold Braze stock equal to 5x annual board cash retainer within five years; individual compliance not disclosed .
• Hedging/pledging generally prohibited, with limited pre‑approved exceptions; prohibits derivatives and short-selling .
• Section 16 compliance: no delinquent filings noted for Fernandez; the proxy disclosed two late reports for other insiders (Hyman, Elhafed) .

Governance Assessment

Positives

• Independent director; serves as Lead Independent Director, enhancing board oversight of a combined CEO/Chair structure .
• Chairs the Compensation & Leadership Development Committee and serves on the Audit Committee—central to pay governance and financial oversight .
• Attendance: met the board’s threshold (≥75%) amid an active committee schedule (Board 4; Audit 5; Comp 5 meetings in FY2025) .
• High investor support for pay: Say‑on‑Pay approved with over 98% support at 2024 annual meeting .
• Strong pay governance controls: clawback policy adopted in Sept 2023; no excise tax gross‑ups; no single‑trigger CIC vesting for executives .
• Director pay structure is equity‑heavy (~70% equity in FY2025), with annual RSUs and ownership guidelines adopted (5x retainer), aligning director incentives with shareholders .

Potential Watch Items

• CEO/Chair roles are combined; however, presence and responsibilities of the Lead Independent Director mitigate concentration of authority .
• No related‑party transactions disclosed involving Fernandez; continued monitoring of related‑party exposure (policy requires audit committee review for any >$120k transactions) .

Director Compensation (FY2025)

Policy references: cash retainers and RSU structure per non‑employee director compensation policy .

Related-Party Exposure

• No related‑party transactions disclosed for Fernandez. Disclosed transactions involved another director’s affiliated vendor (Datadog; $3.5M FY2025) and a family member employment of an officer; both reviewed under the company’s related‑party policy .

Summary Signal for Investors

• Fernandez’s role as Lead Independent Director and Comp Chair, strong attendance, and equity‑weighted director pay underpinned by ownership guidelines and clawback policy support investor confidence in Braze’s board oversight and pay governance .
• No conflicts or related‑party red flags disclosed for him; independence affirmed .