Niraj Shah
About Niraj Shah
Niraj Shah, age 50, has served as an independent Class III director of Nextdoor Holdings, Inc. (KIND) since May 2024. He is the co-founder and Chief Executive Officer of Wayfair Inc., with prior operating and entrepreneurial roles at Simplify Mobile, iXL Enterprises, and Spinners; he holds a B.S. in Engineering from Cornell University . Nextdoor’s Board has determined he is independent under NYSE and SEC rules . As a Class III director, his current term extends to the 2027 annual meeting under Nextdoor’s classified board structure .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Wayfair Inc. | Co-founder, Chief Executive Officer; Board member | Since co-founding in 2002 | Founder-CEO of public e-commerce company |
| Simplify Mobile Corporation | Chief Executive Officer; co‑founder | 2001 | Enterprise software; founding CEO |
| Greylock Partners | Entrepreneur-in-Residence | 2001 | VC operating role |
| iXL Enterprises, Inc. | Chief Operating Officer; Board member | 1998–2000 | E-business applications and solutions |
| Spinners Incorporated | Chief Executive Officer; co‑founder | 1995–1998 | IT consulting founder-CEO |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Wayfair Inc. | Chief Executive Officer; Board member | Public | Founder-CEO; e-commerce retailer |
| Shah Charitable Foundation | Board of Directors | Non-profit | Philanthropic governance role |
| Cornell Tech Council | Board member | Academic | External advisory/council role |
| Massachusetts Competitive Partnership | Board of Directors | Non-profit/Business coalition | Regional business leadership group |
Board Governance
- Independence and composition: Shah is one of nine independent directors on a 10-member board; all three standing committees are fully independent .
- Committee assignments: As of the proxy, “Committees: None” for Shah . The Compensation and People Development Committee is expected to be updated post-Annual Meeting to include Jason Pressman (Chair), Niraj Shah, and Elisa Steele, effective immediately following the meeting .
- Board structure and leadership: CEO/Chair roles are combined; Elisa Steele serves as Lead Independent Director with defined authority, including presiding over independent sessions .
- Attendance: In 2024 the Board met 8 times; each director met at least 75% attendance except Mary Meeker, Elisa Steele (appointed July 2024), and David Sze; Shah was not listed among exceptions .
- Classified board: Class I, II, III terms staggered; Class III (Shah) terms run through the 2027 annual meeting .
Fixed Compensation
Director pay program (effective 2024):
- Cash retainers: $40,000 annual board retainer; Chair retainers—Audit $27,500, Compensation $27,500, Nominating $10,000; non-chair committee member retainers—Audit $10,000, Compensation $10,000, Nominating $4,000; Lead Independent Director $15,000; all paid quarterly and pro‑rated .
- Equity: Initial RSU grant $350,000 vesting over two years; annual RSU grant $175,000 vesting by next annual meeting or one year, with acceleration upon a corporate transaction .
Shah’s FY2024 director compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $25,865 |
| Stock Awards ($) | $375,881 |
| Total ($) | $401,746 |
Grant detail (equity received in 2024 as a director):
| Award | Shares Granted | Vesting Terms | Outstanding RSUs at 12/31/24 |
|---|---|---|---|
| RSUs | 130,969 | 121,951 RSUs: 50% vests on 1-year anniversary of 5/1/2024, 50% on 2-year anniversary; 9,018 RSUs: vest by next annual meeting or 1 year from 6/18/2024, whichever earlier, subject to service | 130,969 |
Performance Compensation
- Structure: Non-employee director equity is time-based RSUs; no performance metrics or options are part of the standard annual director compensation program .
- 2024 awards to Shah were RSUs with time-based vesting as detailed above; no director-specific performance metrics apply .
| Metric Type | Applicable to Shah’s Director Pay | Notes |
|---|---|---|
| Revenue/EBITDA/TSR targets | No | Director equity awards are time-vested RSUs; performance metrics do not apply to directors |
Other Directorships & Interlocks
- Current public directorships: Wayfair Inc. (CEO and director) .
- Compensation committee interlocks: The company disclosed no 2024 compensation committee interlocks involving its executive officers and other companies’ compensation committees; no interlocks noted for Shah .
- Related-party transactions: The company reports no related-party transactions >$120,000 involving directors (including Shah) since January 1, 2024, beyond standard compensation .
Expertise & Qualifications
- Founder-CEO experience at scale (Wayfair); prior COO and board experience at iXL and multiple founder roles; venture and EIR exposure at Greylock .
- Education: B.S. in Engineering, Cornell University .
Equity Ownership
As of March 31, 2025 (beneficial ownership table):
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 60,976 | 0.03% | Comprised of RSUs vesting within 60 days of 3/31/2025 (footnote 20) |
| Class B Common Stock | — | 0.00% | — |
| Combined Voting Power | — | 0.00% | Dual-class: B shares carry 10 votes; Shah holds none |
Ownership alignment policies:
- Stock ownership guidelines adopted effective Jan 1, 2025: non-employee directors must hold 3x annual cash retainer; compliance due by the latest of five years from becoming subject, or by Jan 1, 2030; 100% net‑after‑tax retention until met
- Hedging/pledging: Hedging prohibited; pledging prohibited without Chief Legal Officer approval .
Governance Assessment
- Board effectiveness and independence: Shah adds experienced founder-operator perspective; Board affirms his independence; committees are fully independent; strong lead independent director structure and annual board self-evaluations .
- Engagement and attendance: Company reported that all directors met the 75% meeting attendance threshold except three named directors; Shah was not among exceptions, indicating adequate engagement in 2024 post-appointment .
- Compensation and alignment: Director pay leans toward equity via time-based RSUs; Shah’s 2024 total director compensation was ~$402k, with $376k equity; ownership guidelines set a clear path to increased “skin-in-the-game” over time .
- Conflicts and related-party exposure: Company reports no related-party transactions involving Shah; anti-hedging and restricted pledging policies are in place; no compensation committee interlocks reported involving Nextdoor executives in 2024 .
- Shareholder signals: 2024 say-on-pay received ~99% support (for 2023 pay), suggesting broad investor support for compensation governance at Nextdoor .
RED FLAGS (monitor):
- External CEO time demands: Concurrent CEO role at Wayfair entails significant time commitments; continue monitoring attendance and committee workload as he is expected to join the Compensation and People Development Committee post-Annual Meeting .
- Low current beneficial ownership at Nextdoor (0.03%)—mitigated by newly adopted ownership guidelines requiring 3x retainer over a multi-year horizon .
Notes on compliance and filings:
- Section 16(a): The company disclosed certain late Form 4s in 2024 for multiple directors, but Shah was not listed among late filers (he joined in May 2024) .