Tara Walpert Levy

About Tara Walpert Levy

Tara Walpert Levy, age 51, is a Class III independent director of Braze, Inc. since January 2020; her current term runs until the 2027 annual meeting. She serves as Vice President, Americas at YouTube (since November 2021) and previously held senior leadership roles at Google; she holds an MBA and BA from Harvard University.

Past Roles

Organization	Role	Tenure	Committees/Impact
Google	VP, Agency and Brand Solutions	Apr 2017–Nov 2021	Led go-to-market with agencies/brands; relevant marketing/tech expertise for Braze board
Google	VP, Agency Solutions	Oct 2014–Mar 2017	Deep agency ecosystem knowledge; data-driven marketing perspective

External Roles

Organization	Role	Tenure	Notes
YouTube	VP, Americas	Nov 2021–present	Operating executive in large-scale digital media/marketing
Bloomin’ Brands, Inc.	Independent Director	Jul 2013–present	Public company directorship (restaurant operator)
American Advertising Federation	Chair, Board	Prior role (dates not specified)	Industry body; governance/advertising leadership
Ad Council	Chair, Board (prior); Board member	Prior role	Non-profit; public service advertising

Board Governance

Independence: The board affirmatively determined Levy is independent under Nasdaq standards.
Committees and Chair roles:
- Compensation & Leadership Development Committee – Member.
- Nominating & Corporate Governance Committee – Chair.
Committee membership history: She remained Compensation member and Nominating Chair across FY2024 and FY2025 committee reconstitutions.
Attendance and engagement: The board met 4 times in FY2025; all directors, including Levy, attended at least 75% of board and applicable committee meetings.
Board leadership: CEO serves as Chair; Phillip Fernandez is Lead Independent Director (Levy is not Lead Independent Director).

Fixed Compensation

Non-employee director actual compensation (FY ended Jan 31, 2025):

Component	Amount
Fees earned or paid in cash	$45,000
Stock awards (grant-date fair value of RSUs)	$160,347
Total	$205,347

Director compensation policy (structure and amounts):

Policy Element	Amount / Structure
Annual cash retainer (board member)	$30,000
Non-executive Chair additional retainer	$30,000
Lead Independent Director additional retainer	$15,000
Committee member retainers	Audit $10,000; Compensation $7,000; Nominating $4,000
Committee chair retainers (in lieu of member fee)	Audit $20,000; Compensation $14,000; Nominating $8,000
Initial RSU award (on appointment/election)	$225,000, vesting in 3 equal annual installments
Annual RSU award (each annual meeting)	$175,000, vesting by next annual meeting

Notes:

As of Jan 31, 2025, Levy held 4,213 unvested RSUs granted in FY2025.
RSUs for directors fully accelerate upon a change in control per policy.

Performance Compensation

No performance-based compensation disclosed for directors; director RSUs vest based on time, not performance metrics.

Other Directorships & Interlocks

Entity	Relationship to Braze	Interlock/Transaction
Datadog, Inc.	Braze director David Obstler is CFO; Braze purchased Datadog services (~$3.5M in FY2025)	Related-party vendor; oversight via Audit Committee; not linked to Levy
Bloomin’ Brands, Inc.	Levy is a director	No Braze transactions disclosed

Conflict review: Nominating & Corporate Governance Committee (chaired by Levy) oversees conflicts and governance policies.
Hedging/pledging policy: Braze prohibits hedging, short selling, derivative trading, and pledging of company shares (exceptions only with board/Nominating approval).

Expertise & Qualifications

Education: MBA and BA from Harvard University.
Technical/industry expertise: Senior leadership roles in digital media/advertising (YouTube/Google) bring deep consumer marketing, AI-enabled personalization, and agency ecosystem knowledge relevant to customer engagement software.
Board qualifications: Public company director experience (Bloomin’ Brands), chairing governance committee, and marketing technology background align with Braze’s strategic domain.

Equity Ownership

Beneficial ownership (as of April 28, 2025):

Category	Shares	Notes
Class A common stock (owned/RSUs included if vest within 60 days)	15,269	11,056 shares + 4,213 RSUs vesting count toward beneficial ownership
Class B common stock	136,500	62,562 shares held by family trust + 73,938 options exercisable
% of Class B	1.0%	Per beneficial ownership table
% of total voting power	<1%	Per beneficial ownership table
Options outstanding (Class B)	73,938	Exercisable counted in beneficial ownership
Unvested RSUs (Class A)	4,213	As of Jan 31, 2025; separate disclosure

Ownership alignment and policies:

Stock Ownership Guidelines adopted March 2025 require non-employee directors to hold Braze stock equal to 5x annual cash retainer within 5 years; measured on Nasdaq closing price; RSUs/options do not count. Compliance assessed annually (individual compliance not disclosed).

Governance Assessment

Strengths
- Independent director with consistent attendance and active governance oversight as Nominating & Corporate Governance Chair.
- Compensation mix is equity-heavy, aligning director incentives with long-term shareholder value (RSUs + modest cash retainers).
- Board policies prohibit hedging/pledging, and mandate a clawback/recoupment policy for executives; committees oversee risk and related-party transactions.
- The board’s Lead Independent Director structure provides counterbalance to combined CEO/Chair, while Levy’s role strengthens governance rigor.
Watch items / potential conflicts
- Levy’s executive role at YouTube/Google could pose ecosystem overlap with Braze’s marketing/data partners; however, no related-party transactions involving Levy were disclosed.
- Combined CEO/Chair leadership persists; while mitigated by a Lead Independent Director and committee structure, investors often prefer independent chair models.
Compensation committee governance
- Levy serves on the Compensation & Leadership Development Committee; the committee uses independent consultant Compensia, with no conflicts identified, and administers recoupment and ownership policies—positive governance signals.
Shareholder feedback signals
- Recent say-on-pay support was high (98% approval in 2024), indicating investor confidence in compensation governance framework.

Overall implication: Levy’s independence, governance chairmanship, and equity-aligned compensation support board effectiveness and investor alignment; the absence of disclosed related-party transactions involving Levy, combined with robust policies (anti-hedging/pledging, conflict oversight), reduces perceived conflict risk, though continued monitoring of potential ecosystem overlaps is prudent.