Amanda Whalen
About Amanda Whalen
Amanda Whalen, 50, has served as Klaviyo’s Chief Financial Officer since May 2022. She holds a B.A. from Princeton University and an M.B.A. from MIT Sloan, and previously served as EVP & CFO of Walmart International (2017–2022) and earlier spent 11 years at Bain & Company . During her tenure, Klaviyo delivered FY2024 revenue of $937.5M (+34% YoY), non-GAAP operating margin of 12%, cash from operations of $166M, and NRR of 108% . Since the IPO, cumulative TSR was $126 vs $157 for the S&P 500 Information Technology Index peer group through FY2024 (initial $100 investment on 9/20/2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walmart Inc. | EVP & Chief Financial Officer, Walmart International | 2017–2022 | Finance leadership for global omnichannel segment (disclosed role scope only) |
| Various companies | Finance and strategy executive | 2008–2017 | Senior finance/strategy roles across industries (companies not specified) |
| Bain & Company | Consultant | 1997–2008 | Management consulting experience |
External Roles
No public company directorships or external board roles disclosed for Ms. Whalen .
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $274,244 | $512,500 (annual base increased from $400,000 to $625,000 on 8/27/2023) | $625,000 |
| Target Bonus (% of Salary) | — | — | 20% ($125,000) |
| Actual Annual Bonus Paid ($) | — | — | $95,250 (paid Mar-2025) |
| Stock Awards – Grant Date Fair Value ($) | $20,872,500 | $12,510,825 | $6,566,172 |
| All Other Compensation ($) | $10,970 | $13,546 | $13,799 |
| Total ($) | $21,157,714 | $13,036,871 | $7,300,221 |
Performance Compensation
| Metric | Weighting | Target/Threshold Mechanics | FY2024 Achievement | Committee Discretion | Payout |
|---|---|---|---|---|---|
| Revenue | 75% | 0% if <95% of target; linear to 100%; 2x slope to 105%; cap at 110% | Combined program achievement 97.5% before discretion | Negative discretion to align with broader employee plan | 76.2% of target (CFO: $95,250) |
| Non-GAAP Operating Income | 25% | 0% if <90% of target; linear to 100%; 2x slope to 105%; cap at 110% | Included in 97.5% composite | Negative discretion | Included in 76.2% result |
Equity Incentives (RSUs)
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 05/09/2022 | 206,250 unvested at 12/31/24; market value $8,505,750 | — (see FY2022 SCT) | Time/service vesting with IPO liquidity condition satisfied; 25% at 5/15/2023, remainder in 12 equal quarterly installments thereafter |
| 03/31/2023 | 176,042 unvested; market value $7,259,972 | — (see FY2023 SCT) | 40% vests in 8 equal quarterly installments after 2/15/2023, remaining 60% in 4 equal quarterly installments |
| 09/19/2023 | 122,500 unvested; market value $5,051,900 | — (see FY2023 SCT) | 32% vests over 4 quarterlies post 8/15/2023, then 27% over 4, then 18% over 4, then 23% over 4 quarters |
| 04/15/2024 | 279,888 granted; 227,409 unvested at 12/31/24; market value $9,378,347 | $6,566,172 | 50% vests in 8 equal quarterly installments beginning 5/15/2024; remaining 50% vests in 4 equal quarterly installments thereafter |
Total unvested RSUs as of 12/31/2024: 732,201 shares; aggregate market value reported per award lines above (closing price $41.24 on 12/31/2024) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership | 26,911 Series A shares held; 44,000 Series A RSUs vesting within 60 days; 170,535 Series B shares; 75,000 Series B RSUs vesting within 60 days (as of 4/15/2025) |
| Options | None disclosed for CFO |
| Vested vs Unvested | Unvested RSUs detailed per grant above |
| Pledging/Hedging | Prohibited under insider trading policy; no pledging disclosed |
| Rule 10b5-1 Plans | Allowed subject to policy; must comply with SEC safe harbor and company restrictions |
| Ownership Guidelines | 2x base salary required for executive officers within five years of becoming subject to policy |
| ESPP Participation | Eligible under 2023 ESPP at 15% discount, subject to plan limits |
Employment Terms
- Employment Agreement: Effective August 27, 2023; at-will; sets base salary, benefits eligibility, and severance/CIC benefits .
- Severance (Non-CIC): If terminated without cause or resigns for good reason, lump sum equal to 12 months base salary ($625,000), target bonus ($125,000), and up to 12 months COBRA premiums ($20,156) .
- Change-in-Control (Double Trigger): If terminated within 3 months prior to or 12 months post-CIC, same cash severance as above plus full acceleration of time-based equity awards (estimated $30,195,969 value at 12/31/2024; price $41.24) .
- Clawback: Adopted Oct 2, 2023 per Rule 10D-1; SOX 304 reimbursement may apply upon restatement due to misconduct .
- No Tax Gross-ups: Company does not provide tax gross-ups on change-in-control payments; amounts may be reduced to optimize after-tax benefit (280G/4999) .
- Perquisites & Deferred Comp: No material perquisites; no non-qualified deferred compensation plans; standard 401(k) with matching .
Governance, Peer Benchmarking & Shareholder Feedback
- Compensation Peer Group (FY2024): Asana, BILL, Braze, Cloudflare, Confluent, CrowdStrike, Datadog, Five9, Freshworks, GitLab, HubSpot, MongoDB, Okta, Samsara, Shopify, Smartsheet, Snowflake, Squarespace, ZoomInfo, Zscaler .
- Say-on-Pay (2025): Approved “FOR” 1,599,277,204; Against 3,168,120; Abstain 69,724; Broker non-votes 23,341,454 .
- Say-on-Frequency (2025): “1 Year” received 1,602,091,112 votes .
Performance Snapshot (FY2024)
| Metric | Value |
|---|---|
| Revenue | $937.5M (+34% YoY) |
| Non-GAAP Operating Margin | 12% |
| Cash from Operating Activities | $166.0M |
| Free Cash Flow | $148.7M |
| NRR | 108% |
| TSR since IPO to FY2024 | $126 (Company) vs $157 (Peer Index) |
Risk Indicators & Policies
- Hedging/Pledging: Prohibited; margin use and derivatives banned .
- Equity Instruments: Company has not granted stock options since 2020; RSUs primarily used .
- Related Party Transactions: Ongoing strategic agreements with Shopify (revenue sharing, collaboration, warrants, investment option); warrants partially exercised; fees paid under revenue sharing ($27.4M) .
- Compensation Risk Assessment: Program deemed not to encourage excessive risk-taking .
Investment Implications
- Pay-for-performance alignment: CFO bonuses tied to revenue and non-GAAP operating income with rigorous thresholds; committee applied negative discretion (76.2% of target), signaling discipline and alignment with broader workforce outcomes .
- Vesting cadence and potential selling pressure: Significant unvested RSUs (732,201 shares) vest quarterly through multiple schedules, which could create periodic supply from settlements; pledging/hedging are prohibited, reducing misalignment risk .
- Retention and CIC economics: Double-trigger CIC acceleration plus cash severance ($30.97M total incl. accelerated equity value as of 12/31/2024) may raise retention near strategic events but could influence executive incentives during M&A scenarios .
- Ownership alignment: Executive stock ownership guidelines (2x salary) and strong cash generation (OCF $166M) support longer-term alignment; absence of tax gross-ups and presence of clawback increase governance quality .