William Magnuson

About William Magnuson

William “Bill” Magnuson, age 37, is Chief Executive Officer (since Jan 2017) and Chairman of Braze; he has served on the board since Aug 2014 and previously served as Chief Technology Officer from Jul 2011–Dec 2016 . He holds an MEng and B.S. from MIT . FY2025 revenue was $593.4M (+25.8% YoY) with GAAP gross margin 69.1% and GAAP operating loss $122.2M; dollar-based net retention was 111% overall and 114% for customers with ARR ≥$500K . Since the Nov 2021 IPO, a $100 investment in BRZE was worth $49.23 as of Jan 31, 2025 (vs $147.24 for the peer group); FY2025 GAAP net loss was $104.0M alongside $593.4M revenue .

Past Roles

Organization	Role	Years	Strategic Impact
Braze	Chief Technology Officer	2011–2016	Led product/technology through scale-up, prior to CEO transition
Braze	Board Director	2014–present	Long-tenured insider director with deep product/market knowledge

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No other public company directorships disclosed for Magnuson

Fixed Compensation

Metric	FY2023	FY2024	FY2025
Base Salary ($)	450,000	490,000	560,000
Target Bonus (% of Salary)	100%	100%	100%
Target Bonus ($)	450,000	490,000	560,000
Actual Bonus Paid ($)	211,500	480,690	501,480 (≈90% of target)

Notes

Committee-approved FY2025 base salary increase (14% YoY) to align with peers .
FY2025 bonus metrics paid ~90% of target based on ACV, renewal rate, and Non-GAAP operating income results .

Performance Compensation

Annual Cash Incentive (FY2025 design and outcome)

Metric	Weighting	Target	Actual/Payout	Notes
Annual Contract Value (ACV)	33.3%	Company plan (not disclosed)	Part of aggregate ~90% payout	ACV defined as ARR from new commercial activity, excl. one-time/overage
Renewal Rate (RR)	33.3%	Company plan (not disclosed)	Part of aggregate ~90% payout	RR defined as dollars renewed/available, excl. one-time/overage
Non-GAAP Operating Income (Loss)	33.3%	Company plan (not disclosed)	Part of aggregate ~90% payout	Adjusts GAAP OI for SBC, taxes on SBC, etc.

Long-Term Equity Incentives

Grant Type	Grant Date	Shares/Units	Vesting	Grant-Date Fair Value ($)
RSU	Feb 1, 2024	181,455	16 equal quarterly installments starting May 15, 2024	9,980,025
RSU	Mar 3, 2023	184,547 unvested as of 1/31/25	16 equal quarterly installments starting May 15, 2023	Market value $8,485,471 at $45.98 on 1/31/25
RSU	Feb 1, 2024	147,433 unvested as of 1/31/25	16 equal quarterly installments starting May 15, 2024	Market value $6,778,969 at $45.98 on 1/31/25

FY2026 preview: PSU mix introduced at 30% of target equity; PSUs earned on FY2026 revenue and Non-GAAP operating income. Earned PSUs vest 33% post FY2026, remainder in equal quarterly installments over the following two years .

Clawback: SEC Rule 10D-1–compliant recoupment policy adopted Sep 2023; mandatory recovery of excess incentive comp upon a restatement; applies to current/former executive officers .

Equity Ownership & Alignment

Beneficial ownership and voting power (as of Apr 28, 2025):
- Class A: 309,829 shares; Class B: 4,949,423 shares; total voting power 20.9% (Class B carries 10 votes per share) .
- Composition includes 3,274,864 Class B shares, 1,674,559 Class B underlying options, 44,726 Class A underlying RSUs, 264,633 Class A owned directly, and 470 Class A via LLC .

Ownership Detail	Class A (#)	Class B (#)	% Total Voting Power
William Magnuson (beneficial)	309,829	4,949,423	20.9%

Outstanding awards (as of Jan 31, 2025):
- Options: 599,559 @ $3.46 (exercisable) and multiple 2021 grants @ $35.01 with stated exercisable/unexercisable balances; expirations 2029/2031 .
- RSUs: 184,547 (2023 grant) and 147,433 (2024 grant) unvested; quarterly vesting schedules; change-in-control double-trigger acceleration .
Stock ownership guidelines adopted Mar 2025: CEO required holding = 6× base salary (within 5 years); excludes unvested RSUs/options from counting; evaluated annually .
Hedging/pledging: Hedging and short sales prohibited; pledging/margin generally prohibited unless pre‑approved by the board or N&CG committee .
Recent vesting/exercises (FY2025): 116,042 shares vested for Magnuson; no option exercises reported for Magnuson in FY2025 (others exercised options) .

Employment Terms

At-will employment (confirmatory offer letters executed at IPO; eligible for annual bonus and equity) .
Executive Severance Plan (amended Sep 2024):
- Termination without cause/for good reason (non‑CIC window): CEO cash = 1.0× base salary ($560,000), plus earned but unpaid bonus, plus 12 months COBRA ($25,092); no equity acceleration .
- Termination without cause/for good reason within CIC window (double trigger): CEO cash = 1.0× base salary + prorated target bonus + additional lump sum equal to target annual bonus; 12 months COBRA ($25,092); full acceleration of unvested equity .
- Estimated CEO benefits as of Jan 31, 2025 on CIC termination: $1,680,000 cash; $17,595,565 equity acceleration; $25,092 COBRA .
- No single-trigger vesting on CIC; awards may be assumed/continued; if not assumed, vesting accelerates immediately prior to close for service‑continuing holders .
- 280G/4999 protections: modified cutback to maximize after-tax value; no excise tax gross‑ups .

Board Governance

Board role: CEO and Chairman; not independent. Lead Independent Director: Phillip M. Fernandez .
Classified board: Magnuson is a Class III director (term ends at 2027 meeting) .
Committees and attendance:
- Audit: Obstler (Chair), Fernandez, Wassenaar .
- Compensation & Leadership Development: Fernandez (Chair), Levy, Machado .
- Nominating & Corporate Governance: Levy (Chair), Agrawal .
- FY2025 meetings: Board (4), Audit (5), Comp (5), N&CG (3); each director attended ≥75% of aggregate meetings .
Dual-role implications: CEO+Chair concentrated leadership is mitigated by a designated Lead Independent Director who presides over executive sessions, sets agendas with the Chair, and serves as liaison between independent directors and management .

Director Compensation (Magnuson)

As CEO, Magnuson receives no additional pay for board service .
Non-employee director policy (for context): $30K annual cash retainer; committee and leadership retainers; initial RSU $225K and annual RSU $175K, with vesting and CIC provisions; subject to plan limits .

Performance & Track Record

Metric	FY2023	FY2024	FY2025
Revenue ($000s)	355,426	471,800	593,410
GAAP Net (Loss) ($000s)	(140,746)	(130,429)	(104,047)
Dollar-Based Net Retention (All/≥$500k ARR)	—	—	111% / 114% (TTM)
TSR since IPO ($100 initial)	34.26	57.88	49.23

Highlights and recent initiatives: Three consecutive quarters of non‑GAAP net income profitability exiting FY2025; definitive agreement to acquire OfferFit for $325M to deepen AI decisioning; continued investment in Braze Data Platform and Project Catalyst .

Compensation Peer Group (Benchmarking)

FY2025 peer group included: AMPL, ASAN, BL, AI, CFLT, DV, ESMT, FSLY, GTLB, HCP, JAMF, FROG, NCNO, PD, PCOR, SMER, SMAR, SPT, VRNS, WK, IOT, CXM .
Methodology: U.S. data-focused software, revenue $190M–$760M, market cap $1.4B–$12.6B, high revenue growth; avoid concentration of new IPOs .
Changes: Added HashiCorp; removed Rapid7 and ZoomInfo (criteria misalignment) .
Say-on-Pay 2024 approval: >98% in favor .

Risk Indicators & Policies

Clawback policy adopted (Sep 2023) aligned with SEC/Nasdaq; mandatory recovery of excess incentive comp on restatement .
Insider trading policy prohibits hedging, short selling, derivatives, and pledging/margin (except limited pre-approval) .
Related party transactions disclosed (e.g., spend with Datadog, where a director is CFO; family member employment of another executive), with board oversight; none specific to Magnuson .

Investment Implications

Alignment and potential selling pressure: CEO ownership is substantial (20.9% voting power via super-voting Class B), creating strong long-term alignment but also governance concentration risk; quarterly RSU vesting (2013/2024 grants) can create a steady supply overhang, though hedging/pledging prohibitions reduce downside-alignment risk .
Pay-for-performance evolution: FY2025 program was cash plus time-based RSUs; FY2026 adds PSUs (30% of grant) tied to revenue and Non-GAAP operating income, improving performance linkage; 2024 say-on-pay support (>98%) suggests investor acceptance of structure .
Retention and CoC economics: Double-trigger equity acceleration and cash severance (~$1.68M plus full acceleration as of 1/31/25) provide meaningful retention in strategic scenarios without single-trigger windfalls; 280G cutback and no excise gross‑up are shareholder-friendly .
Execution and returns: Strong topline growth (FY2025 +25.8%) and improving profitability metrics underpin incentive plans; however, cumulative TSR since IPO lags peer group, and GAAP losses persist—investors should monitor PSU goal rigor and future bonus calibration versus sustained operating leverage .