Sophia Schwartz
About Sophia Schwartz
Sophia Schwartz, age 40, is Chief Legal Officer (CLO) and Secretary of Nextdoor Holdings (ticker: KIND; company has since referenced NXDR in later filings), a role she has held since May 2024; she joined Nextdoor in 2018 and previously served as Deputy General Counsel and Senior Corporate Counsel. She holds a B.A. in Political Science from UC Berkeley and a J.D. from University of California, College of the Law, San Francisco (formerly UC Hastings) . During 2024, Nextdoor revenue grew 13% year over year to $247.3 million with WAU of ~46 million (+10% YoY), while 2024 Adjusted EBITDA was approximately -$18.3 million (also used in CEO bonus metrics) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nextdoor Holdings, Inc. | Chief Legal Officer & Secretary | May 2024–present | Oversees legal, governance, disclosure, and corporate secretary functions during leadership transition and operating discipline drive . |
| Nextdoor Holdings, Inc. | Deputy General Counsel | Nov 2021–May 2024 | Led core legal workstreams through product/advertising initiatives and corporate actions . |
| Nextdoor Holdings, Inc. | Senior Corporate Counsel | Dec 2018–Nov 2021 | Corporate transactions and IP support during growth phase pre/post public listing . |
| Donahue Fitzgerald LLP | Partner (Corporate/IP) | Jan 2011–Dec 2018 | Advised on corporate transactions and intellectual property matters . |
Fixed Compensation
- Rate card (effective as of April 1 each year; CLO adjustment on promotion)
| Name | Position | 2023 Base Salary ($) | 2024 Base Salary ($) |
|---|---|---|---|
| Sophia Schwartz | Chief Legal Officer & Secretary | 330,000 | 550,000 (promotion effective May 8, 2024; paid $400,000 from 4/1–5/7 and $330,000 from 1/1–3/31) |
- 2024 Summary Compensation (actual paid/awarded; accounting value basis for equity)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 479,660 | — | 2,737,843 | — | — | 3,125 (401k match and wellness stipend) | 3,220,627 |
Notes:
- No annual cash bonus program is disclosed for the CLO; the only cash bonus plan in 2024 applied to the CEO .
Performance Compensation
- Nextdoor’s 2024 executive program for non-CEO NEOs consisted primarily of time-based RSUs (no annual cash bonus metrics disclosed for CLO); CEO had revenue and Adjusted EBITDA metrics, but those did not apply to Ms. Schwartz .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable to CLO in 2024 | — | — | — | — | RSUs vest primarily time-based (see Equity Awards) . |
- 2024 equity awards sizing (Comp Committee “equity value” used to determine share counts)
| Named Executive Officer | No. of RSUs | No. of PSUs | Equity Value ($) |
|---|---|---|---|
| Sophia Schwartz | 971,428 (includes 238,095 promotion RSUs) | — | 2,040,000 |
Vesting detail:
- Promotion grant: 238,095 RSUs vest over ~6 months starting May 8, 2024 .
- Annual merit award: vesting commenced Jan 15, 2025 and vests over 2 years .
Equity Awards (Grants and Schedules)
- RSUs outstanding at 2024 fiscal year-end
| Grant/Reference | Vest Commencement | Unvested RSUs (#) | Market Value at 12/31/24 ($) |
|---|---|---|---|
| RSU (3/6/2024) | 7/15/2024 | 118,241 | 280,231 |
| RSU (5/1/2024) | 7/15/2024 | 79,365 | 188,095 |
| Annual Merit RSU (7/5/2024) | 1/15/2025 | 733,333 | 1,737,999 |
- Option awards outstanding (as of 12/31/24)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 12/19/2018 | 12/10/2018 | 173 | — | 1.49 | 12/18/2028 |
| 4/30/2020 | 4/1/2020 | 30,192 | — | 2.37 | 4/29/2030 |
| 4/30/2020 | 4/1/2022 | 5,882 | — | 2.37 | 4/29/2030 |
| 3/24/2021 | 4/1/2021 | 30,624 | — | 2.41 | 3/24/2031 |
| 3/24/2021 | 4/1/2023 | 46,529 | — | 2.41 | 3/24/2031 |
| 10/5/2022 | 10/1/2024 | 18,500 | 55,500 | 2.79 | 10/4/2032 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025)
| Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power |
|---|---|---|---|---|
| 428,151 | 0.18% | 113,400 | 0.08% | 0.09% |
Breakdown (footnote):
- Components include 37,000 Class A options vested; additional 12,333 Class A options exercisable within 60 days; 113,400 Class B options vested; plus 111,373 Class A RSUs vesting within 60 days as of March 31, 2025 .
Vested vs unvested (selected disclosures):
- Unvested RSUs at 12/31/24: 118,241; 79,365; 733,333 (see table above) .
- Options detail as in table above (mix of exercisable and unexercisable) .
Policies and guidelines:
- Stock ownership guidelines: Executive officers to hold stock equal to 1x annual base salary, with compliance expected within the later of five years from coverage/promotion or January 1, 2030; annual compliance review at fiscal year-end .
- Anti-hedging and pledging policy: Hedging prohibited; pledging permitted only in limited circumstances with approval per policy . No pledging by Ms. Schwartz is disclosed in the proxy .
- Rule 10b5-1 plan: On September 4, 2025, Ms. Schwartz adopted a Rule 10b5-1 plan providing for potential sales of up to 633,956 Class A shares (including upon RSU vesting), subject to price thresholds, with a trading window from January 2, 2026 through December 31, 2026; actual sales depend on vesting and price triggers .
Employment Terms
-
Change in Control and Severance Agreements (standard form across executive officers; “double trigger”):
- Termination without cause or resignation for good reason outside a change in control: six months’ base salary lump sum and up to six months of medical benefits .
- Within three months before (post-signing of definitive agreement) or 12 months after a change in control: 12 months’ base salary, then-current target bonus (if any) at 100% of target, up to 12 months of medical benefits, and full acceleration of time-based equity; performance awards vest at greater of actual or target unless award agreement states otherwise .
- Auto-renewal: Agreements renew automatically for three-year periods unless notice of non-renewal is given at least three months prior; survive if a definitive change-in-control agreement is signed prior to expiration .
-
Estimated severance economics for Ms. Schwartz (as of 12/31/2024, at $2.37/share):
| Scenario | Cash Severance ($) | Bonus Payment ($) | Medical ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination – No CIC | 275,000 | — | 14,227 | — | 289,227 |
| Qualifying termination – With CIC | 550,000 | — (no target bonus disclosed for CLO) | 28,453 | 2,222,688 | 2,801,141 |
- Clawback: Compensation Recovery Policy applies to executive officers .
- Trading discipline: Executives are required to trade through Rule 10b5-1 plans .
Say-on-Pay & Shareholder Feedback (context for pay alignment)
- At the 2024 annual meeting, approximately 99% of votes cast supported the company’s 2023 say‑on‑pay proposal, which the Compensation and People Development Committee considers when setting pay .
Expertise & Qualifications
- Education: B.A., UC Berkeley; J.D., University of California, College of the Law, San Francisco .
- Legal leadership across corporate transactions and IP; internal progression from Senior Corporate Counsel to CLO .
Investment Implications
- Alignment and retention: Ms. Schwartz’s pay mix is heavily equity-based (no annual cash bonus), with meaningful unvested RSUs (e.g., 733,333-share annual merit award vesting over two years from Jan 15, 2025) that promote retention and alignment with shareholders; change-in-control treatment is double-trigger and accelerates equity, limiting single-trigger windfalls .
- Insider selling pressure: The 10b5-1 plan adopted Sept 4, 2025 contemplates potential sale of up to 633,956 shares in 2026 subject to price thresholds; monitor plan executions and vesting events for supply overhang into 2026 .
- Ownership and influence: Direct beneficial ownership is modest (0.18% of Class A and 0.08% of Class B; 0.09% combined voting power), though stock ownership guidelines (1x salary) and required 10b5-1 trading support alignment and orderly trading practices .
- Governance safeguards: Anti-hedging, restricted pledging, a clawback policy, and broad shareholder support for pay design (99% say‑on‑pay in 2024) reduce governance risk signals tied to compensation .
- Company performance context: 2024 revenue growth (+13% YoY to $247.3M) amid negative Adjusted EBITDA (-$18.3M) frames the company’s ongoing operating leverage efforts; legal leadership stability is supportive as the company scales advertising and platform safety initiatives .
Overall: Expect retention to be supported by large, near-dated RSU vesting schedules; watch for paced selling under the 2026 Rule 10b5-1 plan and for any change‑in‑control developments that could accelerate equity.