Susan Wiseman

About Susan Wiseman

Susan Wiseman, 66, is General Counsel and Secretary of Braze, Inc., serving in this role since January 2016; she holds a J.D. from NYU School of Law and a B.S. from Northwestern University . During FY2025, Braze delivered 25.8% year-over-year revenue growth to $593.4 million and achieved three straight quarters of non-GAAP net income profitability, reflecting operational progress tied to the company’s pay-for-performance framework . Her compensation incorporates company-wide financial objectives and long-term equity designed to align with stockholder value creation .

Past Roles

Organization	Role	Years	Strategic Impact
Salesforce.com, Inc.	Managing Counsel, Commercial	2012–2015	Senior commercial legal leadership at a major CRM platform

External Roles

No public company directorships or external governance roles disclosed for Susan Wiseman in Braze’s proxy .

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	347,500	365,000	410,000
Target Bonus (% of Base)	—	50%	50%
Target Bonus ($)	—	—	205,000

Notes:

FY2025 base salary increase was 12% year-over-year, reflecting market alignment and role scope .

Performance Compensation

Metric	Weighting	Target	Actual	Payout	Vesting/Timing
Annual Performance-Based Cash Bonus	100% of formulaic payout	$205,000	$183,578	~90% of target (company-level outcome)	Paid March 2025
Performance Metrics (Bonus)	ACV (annual contract value)	1/3	Company-wide goal	Incorporated into payout	Annual program
Performance Metrics (Bonus)	Renewal Rate (RR)	1/3	Company-wide goal	Incorporated into payout	Annual program
Performance Metrics (Bonus)	Non-GAAP Operating Income	1/3	Company-wide goal	Incorporated into payout	Annual program
RSUs (Feb 1, 2024 grant)	Time-based RSUs	36,291 units; $1,996,005 GDFV	—	—	16 equal quarterly installments starting May 15, 2024
RSUs (Mar 3, 2023 grant)	Time-based RSUs	—	—	—	16 equal quarterly installments starting May 15, 2023

Additional program features:

FY2026 introduces PSUs at 30% of target equity, earned on revenue and Non-GAAP Operating Income with 1-year performance period and subsequent two-year quarterly vesting, strengthening pay-for-performance linkage .

Equity Ownership & Alignment

Ownership Detail	Amount
Class A Common Stock Beneficially Owned	150,251 shares (less than 1%)
Class B Common Stock Beneficially Owned	51,091 shares (less than 1%)
Options – Exercisable (Grant/Terms)	15,735 (3/12/2019; $3.46; exp. 3/11/2029); 41,425 (2/4/2020; $4.88; exp. 2/3/2030); 5,895 (4/20/2021; $35.01; vesting monthly until Feb 2026); 7,312 (4/20/2021; $35.01; vesting monthly until Aug 2026)
Options – Unexercisable (Grant/Terms)	5,105 (4/20/2021; $35.01; monthly until Feb 2026); 29,688 (4/20/2021; $35.01; monthly until Aug 2026)
Unvested RSUs (as of Jan 31, 2025)	46,279 (3/3/2023 grant); 29,487 (2/1/2024 grant)
Option Exercises in FY2025	124,575 shares; value realized $2,967,627 (based on price minus strike)
RSUs Vested in FY2025	27,372 shares; value realized $1,191,071
Ownership Guidelines	Officers must hold stock equal to 2x base salary within 5 years (excludes options/RSUs); adopted March 2025
Hedging & Pledging	Hedging prohibited; pledging prohibited except limited pre-approval; no pledges disclosed for Wiseman in the proxy ownership table

Change-in-control equity treatment:

Double-trigger acceleration: unvested options and RSUs accelerate if termination without cause or for good reason occurs within 3 months prior to or 12 months following a change in control; single-trigger acceleration generally not provided .

Employment Terms

Term	Detail
Employment Status	At-will; confirmatory offer letter; eligible for discretionary performance-based compensation and executive severance plan; covenants on confidential information/IP
Severance – Outside Change in Control	Cash: $205,000 (0.5x salary); health benefits continuation: $12,546; unvested equity forfeited
Severance – In Connection with Change in Control (Double Trigger)	Cash: $615,000 (1.0x salary); prorated target bonus; health benefits continuation: $25,092; accelerated vesting of outstanding unvested equity valued at $3,865,400
Clawback Policy	Mandatory recovery of excess incentive-based compensation upon financial restatement; aligns with SEC/Nasdaq Rule 10D-1
Hedging/Pledging/Derivatives	Hedging/short sales/derivatives prohibited; pledging generally prohibited barring limited pre-approval

Investment Implications

Pay-for-performance alignment: Annual bonus metrics (ACV, Renewal Rate, Non-GAAP Operating Income) paid ~90% of target for FY2025, indicating balanced incentives tied to growth and operating discipline . Equity introduced PSUs in FY2026 (30% of target equity), further tightening linkage to revenue and profitability .
Insider supply and vesting pressure: Ongoing quarterly RSU vesting and monthly option vesting through 2026, plus FY2025 option exercises (124,575 shares), suggest regular flow of potential share supply; monitor 10b5-1 plans and Form 4s around quarterly vest dates .
Retention and change-in-control economics: Double-trigger acceleration and 1.0x salary severance in a change-in-control scenario provide downside protection without single-trigger benefits or tax gross-ups, balancing retention with shareholder-friendly terms .
Governance and risk: Strong clawback and anti-hedging/pledging policies reduce misalignment and leverage risk; stock ownership guidelines (2x salary for officers) add long-term alignment, though compliance status is measured over five years and excludes options/RSUs .
Company performance context: FY2025 revenue growth of 25.8% and sustained non-GAAP profitability provide constructive backdrop for incentive achievement; continue monitoring execution on ACV/RR and non-GAAP operating income targets that drive annual payouts and PSU earnouts .