Chris Varelas
About Chris Varelas
Chris Varelas, 61, is an independent director of Nextdoor Holdings (KIND) serving since November 2021. He co-founded Riverwood Capital in 2008 and previously was a Managing Director at Citigroup Global Markets, where he served as Global Head of Technology, Media & Telecom Investment Banking. He holds a B.A. in Economics and Philosophy (Occidental College) and an M.B.A. (Wharton School). The Board has determined Varelas is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverwood Capital | Co-founder | Since Jan 2008 | Private equity leadership focused on technology sector |
| Citigroup Global Markets | Managing Director; Global Head of TMT Investment Banking | Prior to 2008 (not specified) | Led TMT coverage; large-cap advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies/institutions | Director | Not disclosed | Serves on boards of a number of private companies and institutions |
| Streamlined Ventures | Advisory Board Member | Not disclosed | Advisory board service |
| RAND Corporation – Center for Global Risk and Security | Advisory Board Member | Not disclosed | Advisory board service |
Board Governance
- Independence: The Board determined Varelas is independent (9 of 10 directors are independent).
- Attendance: In 2024, all directors met at least 75% attendance except Mary Meeker, Elisa Steele, and David Sze; Varelas was not among the exceptions (≥75%). The Board met 8 times; Audit & Risk 4; Compensation & People Development 6; Nominating/Corporate Governance/Corporate Responsibility 4.
- Committee assignments (current and expected changes):
| Committee | Role | Status through 2024/early 2025 | Expected change after 2025 Annual Meeting |
|---|---|---|---|
| Audit & Risk | Member | Member alongside Dana Evan (Chair), Jason Pressman, and Robert Hohman | Expected membership updated to Evan (Chair), David Sze, and Hohman (Varelas not listed), effective immediately following the Annual Meeting |
| Nominating, Corporate Governance & Corporate Responsibility | Member | Member alongside Elisa Steele (Chair) and J. William Gurley | Expected membership updated to Steele (Chair) and Gurley (Varelas not listed), effective immediately following the Annual Meeting |
Fixed Compensation
- Non-employee director cash retainer structure (effective 2024): $40,000 annual retainer; Committee chair fees (Audit $27,500; Compensation $27,500; Nominating $10,000); Committee member fees (Audit $10,000; Compensation $10,000; Nominating $4,000); Lead Independent Director fee $15,000. All payable quarterly; amounts are pro-rated as applicable.
| 2024 Director Cash & Equity (Varelas) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 58,999 |
| Option Awards (Grant-Date Fair Value per ASC 718) | 61,226 |
| Stock Awards (RSUs; Grant-Date Fair Value per ASC 718) | 196,959 |
| Total | 317,184 |
Performance Compensation
- Director equity is time-based (not performance-based). Annual RSU grants typically vest on the earlier of the next annual meeting or one year; 2024 option tranches for directors vested immediately upon monthly grant during the program period. Director awards accelerate upon a Corporate Transaction as defined in the 2021 EIP.
| Equity Detail (Varelas, FY2024) | Grants/Shares | Terms |
|---|---|---|
| Options granted in 2024 | 49,435 | Granted in monthly installments (9/1/23–6/3/24 window), each tranche vested on grant; sample grant-date fair values per tranche in 2024: $1.04 (1/2), $0.96 (2/1), $1.31 (3/1), $1.34 (4/1), $1.28 (5/1), $1.51 (6/3). |
| Options outstanding at 12/31/24 | 123,517 | Exercisable; various strike prices/dates per director program |
| RSUs granted in 2024 | 68,627 | Vests at earlier of next annual meeting or one year from June 18, 2024, subject to service |
| RSUs outstanding at 12/31/24 | 68,627 | Time-based; accelerate upon Corporate Transaction under 2021 EIP |
Performance metrics: Not applicable to non-employee director equity grants (time-based vesting).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy |
| Private/other boards | Serves on boards of private companies and institutions |
| Advisory boards | Streamlined Ventures; RAND Center for Global Risk and Security |
| Compensation Committee interlocks | 2024 Comp Committee members were Dana Evan, Marissa Mayer, Jason Pressman (Chair), and David Sze; no interlocks disclosed involving Varelas |
Expertise & Qualifications
- Finance and technology credentials: Co-founder of Riverwood Capital; former Global Head of TMT Investment Banking at Citigroup; extensive business and financial experience in the technology sector.
- Committee-relevant literacy: Audit & Risk Committee states each member is financially literate under NYSE standards.
- Board independence confirmed by the Board’s annual review.
Equity Ownership
| Ownership element | Detail |
|---|---|
| Class A common stock (beneficial) | 0 shares directly; 123,517 options exercisable (Class A) |
| Class B common stock (beneficial) | 0 shares |
| Percent ownership | ~0.05% of Class A; 0.00% of Class B (as of 3/31/2025) |
| RSUs outstanding | 68,627 RSUs (time-based) |
| Holding/benefit arrangements | The 123,517 options are held for the benefit of Riverwood Capital GP II Ltd. (Varelas obligated to transfer as directed by Riverwood; disclaims beneficial ownership except to extent of pecuniary interest) |
| Hedging/pledging | Company prohibits hedging and generally prohibits pledging absent CLO approval (policy applies to directors) |
| Ownership guidelines | Non-employee directors: 3x annual cash retainer; compliance expected by the later of five years from coverage/promotion or Jan 1, 2030; non-compliant directors must retain 100% of net-after-tax vested shares until compliant |
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16 compliance | Late Form 4s were filed on April 4, 2024 for several directors, including Varelas, for stock options granted April 1, 2024 (administrative error) |
Related-Party Transactions and Conflicts
- The company disclosed no related-party transactions since January 1, 2024 meeting the $120,000 threshold involving directors (including Varelas) or their immediate family members.
- Audit & Risk Committee reviews related-party transactions per policy.
Governance Assessment
- Positives: Independent director with deep TMT finance background; served on Audit & Risk and Nominating/Governance committees; meets financial literacy standards; attendance ≥75%; compensation aligned to shareholders via primarily equity/time-based RSUs; ownership guidelines in place to improve alignment.
- Watch items: Small reported equity stake and options held for the benefit of Riverwood may limit direct personal alignment; a minor late Form 4 in 2024 indicates an administrative lapse; committee memberships are expected to change after the 2025 Annual Meeting, potentially reducing his direct committee oversight footprint. No related-party transactions were disclosed.