Yvonne Wassenaar

About Yvonne Wassenaar

Independent Class II director at Braze since June 3, 2024; age 56 as of April 28, 2025. Former CEO of Puppet, Inc. (2019–2022). Education: BA Economics with specialization in computing (UCLA) and MBA (UCLA Anderson). Current public boards: Arista Networks, JFrog Ltd., and Rubrik, Inc.; prior boards include Anaplan, Forrester Research, and MuleSoft.

Past Roles

Organization	Role	Tenure	Committees/Impact
Puppet, Inc.	Chief Executive Officer	Jan 2019 – May 2022	Not disclosed in Braze proxy

External Roles

Organization	Role	Tenure	Committees/Notes
Arista Networks, Inc.	Director	Current	Committees not disclosed in Braze proxy
JFrog Ltd.	Director	Current	Committees not disclosed in Braze proxy
Rubrik, Inc.	Director	Current	Committees not disclosed in Braze proxy
Anaplan, Inc.	Director	Prior	Acquired by Thoma Bravo
Forrester Research, Inc.	Director	Prior	—
MuleSoft, Inc.	Director	Prior	Acquired by Salesforce

Board Governance

Independence: Board affirmatively determined Ms. Wassenaar is independent under Nasdaq rules.
Committee assignments: Audit Committee member (Audit chaired by David Obstler; other members include Phillip Fernandez).
Class and term: Class II director; term expires at the 2026 Annual Meeting.
Attendance and engagement: During FY ended Jan 31, 2025, each director attended ≥75% of board and applicable committee meetings; board met 4x, audit 5x, compensation 5x, nominating/governance 3x.
Board leadership: CEO serves as Chair; Phillip Fernandez is Lead Independent Director; executive sessions presided by Lead Independent Director.

Fixed Compensation

Component	FY2025 Amount	Notes
Cash fees earned	$26,413	Partial-year after June 3, 2024 appointment; includes board and committee fees.
Policy – Annual cash retainer	$30,000	Non-employee director base cash retainer.
Policy – Committee member cash	Audit: $10,000; Comp: $7,000; Nominating: $4,000	Annual cash retainer per committee membership.
Policy – Committee chair cash	Audit: $20,000; Comp: $14,000; Nominating: $8,000	In lieu of member fee for chairs.
Policy – Lead Independent Director	$15,000	Additional annual cash retainer.

Performance Compensation

Equity Award	FY2025 (Grant-Date Fair Value)	Units Outstanding (as of Jan 31, 2025)	Vesting	Performance Metrics
RSUs (director grants)	$212,367	5,727 RSUs	Initial RSU: vests in 3 equal annual installments; Annual RSU: vests on earlier of first anniversary or before next annual meeting; unvested RSUs fully vest upon change in control	None disclosed; director RSUs are time-based (no performance criteria)

Other Directorships & Interlocks

Current public boards: Arista Networks, JFrog Ltd., Rubrik, Inc. (in addition to Braze). No Braze-disclosed related-party transactions involving Ms. Wassenaar.
Board-related parties: Datadog is a Braze vendor; its CFO (David Obstler) serves on Braze’s board—no linkage to Ms. Wassenaar in the filing.

Expertise & Qualifications

Technology and operating executive experience (former CEO of Puppet; extensive tech industry background).
Public company board governance experience across multiple technology firms.
Independence and audit committee service at Braze.

Equity Ownership

Holder	Class A Shares	Class B Shares	Derivatives/Units	Notes
Yvonne Wassenaar	2,101 (issuable upon RSU vesting within 60 days)	—	No options; 5,727 unvested RSUs outstanding as of 1/31/25	Beneficial ownership under SEC rules; overall <1% of voting power; hedging/pledging prohibited by policy except limited pre-approval
Stock ownership guidelines	5x annual cash retainer	—	Compliance assessed within 5 years	Applies to non-employee directors; implemented March 2025

Governance Assessment

Strengths: Independent director with audit committee oversight; attendance threshold met; director equity grants and newly adopted stock ownership guidelines align director incentives with shareholders; robust hedging/pledging prohibitions and mandatory clawback policy under SEC/Nasdaq rules.
Risks/Watch items: Multiple concurrent public boards (Arista, JFrog, Rubrik, plus Braze) may raise time-commitment considerations; Braze’s nominating and governance committee explicitly evaluates director availability and independence; no related-party or conflict disclosures tied to Ms. Wassenaar in FY2025.
Investor signals: High 2024 say-on-pay support (98%) for Braze executives indicates broad shareholder alignment on compensation practices, which can bolster confidence in overall governance systems.