Nirav Tolia
About Nirav Tolia
Co‑founder of Nextdoor and currently Chief Executive Officer, President, and Chairperson since May 8, 2024 (Executive Chair from March 18–May 8, 2024); age 53; B.A. in English from Stanford University . Under his tenure and messaging, Nextdoor delivered record quarterly revenue of ~$69M in Q3’25 (+5% y/y) with positive adjusted EBITDA and guided to full‑year 2026 adjusted EBITDA break‑even; Q3’25 cash and securities were $403M with zero debt, emphasizing operating discipline and ad‑platform investments . The company’s 2024 revenue was $247.3M (+13% y/y), with ~46M WAU exiting 2024; symbol changed from KIND to NXDR effective July 21, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nextdoor Holdings, Inc. | CEO, President, Chairperson | 2024–present | Reset cost base, prioritized product/ads stack; record Q3’25 revenue, positive adj. EBITDA; targeting FY26 breakeven . |
| Nextdoor Holdings, Inc. | Executive Chair | Mar 18–May 8, 2024 | Transition leadership; negotiated CEO terms and equity awards aligned to long‑term price hurdles . |
| Nextdoor, Inc. | Co‑founder & CEO | 2010–2018 | Built core neighborhood network and brand; prior CEO tenure cited as basis for board confidence . |
| Shopping.com | COO | n/a | Operating experience at scaled consumer internet; informs execution focus . |
| Epinions.com | Co‑founder & CEO | n/a | Early consumer reviews pioneer; relevant to UGC strategy . |
| Benchmark Capital | Entrepreneur in Residence | n/a | Deep venture and growth playbook exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hedosophia | Non‑Executive Chair (previously Executive Chair) | n/a | Technology investor; governance/strategy experience . |
| SMU Cox (William S. Spears Institute) | Co‑founding Director | n/a | Entrepreneurial leadership institute role . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | $500,000 | Established via offer letter; CEO effective May 8, 2024 . |
| Director cash retainer (pre‑CEO) | $7,404 | Paid until Mar 18, 2024 when he became Executive Chair . |
Performance Compensation
CEO Annual Bonus (2024)
| Metric | Weight | Target | Actual | % Earned | Payout |
|---|---|---|---|---|---|
| Revenue | 45% | $235,000,000 | $247,276,408 | 50% | $250,000 |
| Adjusted EBITDA | 45% | $(57,000,000) | $(18,268,306) | 50% | $250,000 |
| Total | 90–100% of salary | — | — | 100% | $500,000 (prorated to $394,809 for 2024 service) |
Notes:
- 2024 target bonus: 100% of salary; actual payout range 90–100% of salary; paid at 100% and prorated to days employed ($394,809) .
- 2025 onward reported as non‑equity incentive plan awards .
Equity Compensation
2024 CEO New‑Hire Grants (approved April 3, 2024)
| Award | Shares/Structure | Vesting/Performance | Grant Date Fair Value |
|---|---|---|---|
| RSUs (“Tolia RSUs”) | 5,010,020 shares | 16 equal quarterly tranches on Jan 15/Apr 15/Jul 15/Oct 15; first vest Jul 15, 2024 | $11,022,044 |
| PSUs (“Tolia PSUs”) | 5,010,020 target PSUs | Four 25% tranches vest on stock‑price hurdles: +30%, +50%, +75%, +100% growth measured over anniversary windows up to 5 years (30‑trading‑day VWAP) | $9,293,587 |
Additional details and alignment:
- Total “Equity Value” used to size awards: $20,000,000 (50% RSUs / 50% PSUs) to attract CEO, balance retention and performance .
- As of 12/31/24, unvested CEO RSUs: 4,383,768 ($10,389,530); unearned PSUs (target): 5,010,020 ($11,873,747) .
- 2024 realized vesting/exercises: 626,252 RSUs vested; 1,876,086 options exercised (value realized $4,577,650) .
Vesting cadence and potential selling pressure:
- RSUs vest quarterly (Jan/Apr/Jul/Oct) through approximately April 15, 2028, creating regular settlement events; insiders must trade via Rule 10b5‑1 plans per policy .
- Hedging prohibited; pledging prohibited absent CLO approval, reducing leverage‑related selling risk .
Equity Ownership & Alignment
| Category (as of Mar 31, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Class A shares owned | 6,835,640 (2.82%) | Direct and indirect, including RSUs within 60 days . |
| Class B shares owned | 30,049,403 (20.30%) | Includes family/trust holdings (e.g., spouse, family trusts) . |
| Combined voting power | 17.84% | Based on dual‑class structure (10 votes per Class B) . |
| Options (A/B) exercisable | 123,517 (A); 171,048 (B) | Fully vested by 3/31/25 . |
| Unvested RSUs (12/31/24) | 4,383,768 | Market value $10,389,530 at $2.37 close . |
| Target PSUs outstanding | 5,010,020 | Market value illustration $11,873,747 (12/31/24) . |
| Shares pledged | Not disclosed; pledging generally prohibited absent CLO approval | Policy restricts pledging; no pledging disclosed for CEO . |
| Ownership guidelines | CEO 5x salary; 5‑year or until 1/1/2030 to comply; 100% net‑share retention until compliant | Adopted Jan 1, 2025; applies to executives and directors . |
Employment Terms
| Key Term | Provision | Notes |
|---|---|---|
| Offer letter date | Feb 26, 2024 | CEO term: Executive Chair 3/18/24; CEO 5/8/24 . |
| Cash severance (no CIC) | 6 months base salary | For CEO estimated $250,000; CEO did not elect company health benefits . |
| CIC severance (double trigger) | 12 months base + target bonus (100%) lump sum; 12 months COBRA; full acceleration of time‑based equity; performance equity vests at greater of actual or target unless award says otherwise | CEO estimated cash $1,000,000; equity acceleration illustration $10,389,530 at 12/31/24; COBRA $0 (CEO ineligible) . |
| CIC PSU treatment | Vesting based on deal price; if CIC Qualifying Termination, time‑based PSU requirements accelerate | Aligns outcomes with transaction consideration . |
| Clawback | Dodd‑Frank 10D‑1 compliant Compensation Recovery Policy for incentive‑based comp upon restatement; fraud/misconduct recovery up to 100% | Administered by Compensation Committee . |
| Hedging/pledging | Hedging prohibited; pledging restricted | Insider Trading Policy; 10b5‑1 plan use required for executives . |
Severance illustrations (12/31/24 prices/assumptions):
- No CIC qualifying termination: ~$250,000 cash to CEO .
- CIC qualifying termination: ~$1,000,000 cash + equity acceleration as above .
Board Governance
- Board roles: CEO, President, and Chairperson; not a committee member; director since Nov 2021; Executive Chair Mar–May 2024 .
- Independence: Board determined nine of ten directors independent; CEO/Chair not independent .
- Dual‑role mitigation: Lead Independent Director (Elisa Steele) appointed March 2025 with defined powers: sets agendas with Chair, presides at executive sessions, liaises with management, can call meetings of independents .
- Committees are fully independent: Audit & Risk; Compensation & People Development; Nominating/Corporate Governance/Corporate Responsibility .
- Director meeting attendance: board met 8x in 2024; general attendance thresholds disclosed; exceptions noted did not cite CEO .
- Ticker change: NYSE symbol changed from KIND to NXDR effective July 21, 2025 .
Director Compensation (relevant to dual roles)
| Item | 2024 Amount/Detail |
|---|---|
| Cash fees as director (pre‑CEO) | $7,404 |
| Director option awards (pre‑CEO) | 49,435 options via monthly tranches; immediately vested as granted; total director comp $68,630 . |
Compensation Structure Analysis (pay‑for‑performance and risk)
- Mix and design: Heavy equity orientation (RSUs/PSUs) with PSU hurdles tied to absolute stock price appreciation across multi‑year windows; no options in regular LTI; 10b5‑1 trading plans required; anti‑hedging; ownership guidelines (5x salary) .
- Annual bonus: CEO metrics directly tied to Revenue and Adjusted EBITDA (each 45% weighting in 2024), reinforcing profitable growth focus .
- Peer group and benchmarking: 2024 peer set includes consumer/internet/ad‑supported software names (e.g., Amplitude, Braze, Bumble, Yelp, ZipRecruiter, etc.); no fixed percentile targeting; Compensia as independent consultant .
- Say‑on‑pay: ~99% approval at 2024 annual meeting, indicating strong shareholder support .
- Clawback and no gross‑ups: Clawback policy adopted; no excise tax gross‑ups or special pensions; limited perqs .
Performance & Track Record
| Metric | 2024 | Q3 2025 | Commentary |
|---|---|---|---|
| Revenue | $247.3M | $68.9M; +5% y/y | Record quarterly revenue; self‑serve ~60% of mix; programmatic integrations completed . |
| Adjusted EBITDA | n/a | $4.4M (6% margin) | +8 pts y/y margin improvement; disciplined opex . |
| Cash & Securities | $427M (12/31/24) | $403M (9/30/25) | Zero debt; buybacks reduced fully diluted share count by 5% in 2024 . |
| Users (WAU/platform WAU) | ~46M WAU (Q4’24) | 21.6M platform WAU (Q3’25) | Decline in platform WAU reflects intentional notification reductions to improve quality . |
Ownership, Insider Activity, and Potential Selling Pressure
- 2024 realized activity: 1.88M options exercised by CEO (value realized $4.58M); 626k RSUs vested; routine quarterly RSU vesting will continue through 2028, implying periodic supply unless retained per ownership guidelines .
- Policy mitigants: 10b5‑1 plan requirement; anti‑hedging; pledging restrictions; stock ownership guidelines with 100% net‑share retention until compliant .
- Beneficial ownership/votes: CEO controls 17.84% combined voting power via Class B holdings; alignment through significant skin‑in‑the‑game .
Employment Contracts, Severance, and Change‑of‑Control Economics
| Topic | Detail |
|---|---|
| Term/at‑will | Standard at‑will employment; offer letter executed Feb 26, 2024 . |
| Severance (no CIC) | 6 months base salary; medical premiums up to 6 months (CEO ineligible); release required . |
| CIC (double trigger) | 12 months base + 100% target bonus lump sum; 12 months COBRA; accelerate unvested time‑based equity and performance equity at greater of actual or target; CEO PSUs also align to transaction price . |
| Non‑compete/solicit | Not specifically disclosed in proxy; standard confidentiality/insider trading policies apply . |
Governance, Committee Composition, and Process Quality
- Compensation Committee: Independent directors (Chair Jason Pressman; members include Dana Evan, Marissa Mayer, David Sze), supported by independent consultant Compensia; oversees philosophy, peer group, equity pool, and talent/succession .
- Audit & Risk: Independent (Chair Dana Evan; members include David Sze, Robert Hohman), with financial expert designation; oversees enterprise risks including cybersecurity and data privacy .
- Nominating/Governance/CSR: Independent (Chair Elisa Steele; Bill Gurley member); oversees governance guidelines, sustainability, evaluations, independence .
- Anti‑related party: No related‑party transactions >$120k reported from Jan 1, 2024 to proxy date .
Investment Implications
- Alignment: Large founder‑level stake (17.84% voting), RSUs with steady quarterly vesting, and PSUs tied to absolute stock price hurdles create strong equity alignment; anti‑hedging and ownership‑retention policies further align incentives .
- Performance incentives: 2024 bonus metrics (Revenue and Adjusted EBITDA) and multi‑year PSU price gates are squarely focused on monetization and profitability, consistent with management’s stated path to 2026 adjusted EBITDA break‑even .
- Retention risk: Double‑trigger CIC protection plus significant unvested RSUs/PSUs reduce near‑term flight risk; however, the sizable quarterly RSU cadence could create intermittent supply, partially mitigated by 100% net‑share retention until ownership‑guideline compliance .
- Governance considerations: Combined CEO/Chair role introduces concentration risk, but presence of a strong Lead Independent Director and fully independent committees provides counterbalance; 2024 say‑on‑pay (~99% support) signals shareholder endorsement of the package and structure .
- Execution: Messaging emphasizes ad‑stack/product improvements, self‑serve growth, and disciplined spending; Q3’25 profitability on an adjusted basis and a robust balance sheet provide runway to pursue the product roadmap without raising capital, supporting confidence in medium‑term milestones .
Quotes and data cited from:
- 2025 DEF 14A (Nextdoor Holdings, Inc.), April 21, 2025 –
- Q3’25 earnings materials and 8‑K, November 5, 2025
- 8‑K (Ticker change to NXDR), July 11, 2025