Andrew Bialecki
About Andrew Bialecki
Andrew Bialecki, 39, is Klaviyo’s Co‑Founder, Chairperson, and Chief Executive Officer. He has served as a director since 2012 and holds a B.A. in Physics, Astronomy and Astrophysics from Harvard University . Under his leadership, FY2024 revenue reached $937 million (+34% YoY), GAAP operating margin improved to -9.0% (from -47.4%), cash from operations was $166 million, and cash and equivalents were $881 million; cumulative TSR since IPO rose to 126 by year‑end 2024 (vs 85 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RockTech | Chief Technology Officer | Apr 2011 – Jun 2012 | Led technology at a sales and marketing software company . |
| Performable | Senior Engineer | Jul 2010 – Mar 2011 | Engineering leadership in marketing software . |
| Applied Predictive Technologies | Lead Engineer | Sep 2007 – Jun 2010 | Built analytics platforms; foundation for data‑driven CRM thinking . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards disclosed . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 75,000 | N/A (CEO did not participate in Bonus Plan) | 0 |
| 2023 | 75,000 | N/A | 0 |
| 2022 | 78,670 | N/A | 0 |
Performance Compensation
- CEO eligibility: Andrew Bialecki did not participate in the Senior Executive Cash Incentive Bonus Plan in 2024; he received no RSUs in 2024 .
| Plan/Metric (FY2024) | Weighting | Threshold/Mechanics | Actual Funding | Committee Discretion | Payout Timing |
|---|---|---|---|---|---|
| Corporate Revenue | 75% | 0% payout <95% of target; 100–105% pays at 2x slope; cap 110% | — | — | — |
| Non‑GAAP Operating Income | 25% | 0% payout <90% of target; 100–105% pays at 2x slope; cap 110% | — | — | — |
| Company‑wide funding result | — | — | 97.5% of target (pre‑discretion) | Reduced to 76.2% of target (negative discretion) | Paid Mar 2025 |
Note: The CEO did not receive a bonus under this plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 98,865,414 shares of Series B common stock; 46.7% of total voting power as of Apr 15, 2025 . |
| Ownership Breakdown | Includes 21,429,184 shares via options exercisable within 60 days; additional holdings via direct, spouse, and 2023 trusts as disclosed . |
| Outstanding Options | 15,829,184 options at $0.0125 expiring 08/31/2025; 5,600,000 options at $0.0125 expiring 09/28/2025; both fully vested . |
| RSUs | None reported outstanding for CEO as of 12/31/2024; no 2024 RSU grants . |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company stock . |
| Ownership Guidelines | CEO guideline = 6x base salary; directors = 5x annual cash retainer; others = 2x base salary . |
| 10b5‑1 Plans | Permitted under policy with restrictions; must be adopted while not in possession of MNPI . |
Vesting and potential selling pressure:
- Two fully vested legacy option grants (total 21.43M shares) expire on 08/31/2025 and 09/28/2025, creating near‑dated exercise decisions in 2H25 .
Employment Terms
| Topic | Status |
|---|---|
| Employment Agreement | Company has not entered into a formal written offer letter or other agreement with Mr. Bialecki . |
| Severance | No severance benefits disclosed for CEO; potential payments table shows none under termination scenarios . |
| Change‑in‑Control (CIC) | No CIC benefits disclosed for CEO; potential payments table shows none under CIC scenarios . |
| Clawback | Dodd‑Frank compliant clawback adopted Oct 2, 2023; covers incentive‑based cash and equity for prior 3 completed fiscal years upon restatement . |
| Non‑compete/Non‑solicit | Not disclosed in proxy for CEO; no agreement referenced . |
Board Governance
- Role and tenure: Co‑Founder; Chairperson and CEO; director since 2012; Class I director with term expiring at the 2027 annual meeting .
- Committee roles: None (CEO/Chair is not on standing committees) .
- Independence: Board determined all directors are independent except Andrew Bialecki and Ed Hallen .
- Dual‑role structure: Combined Chair/CEO; Board appointed a Lead Independent Director (Tony Weisman) with defined responsibilities (agendas, executive sessions, CEO performance/succession oversight) .
- Meetings/attendance: Board held 5 meetings in FY2024; all directors attended ≥75% of Board/committee meetings; non‑management directors met in 4 executive sessions in 2024, presided over by the Lead Independent Director .
- Director compensation: Employee‑directors (including the CEO) receive no additional pay for Board service .
Compensation Committee & Peer Group
- Process and consultant: Independent Compensation Committee; advised by Compensia (independent; no conflicts) .
- Peer group used for 2024 decisions: Asana; BILL Holdings; Braze; Cloudflare; Confluent; CrowdStrike; Datadog; Five9; Freshworks; GitLab; HubSpot; MongoDB; Okta; Samsara; Shopify; Smartsheet; Snowflake; Squarespace; ZoomInfo; Zscaler .
- Target percentile: Not disclosed; Committee uses peer data among multiple qualitative factors .
Director Service and Compensation (as Director)
- Board service history: Director since 2012; current Class I term through 2027 .
- Committee memberships: None .
- Independence status: Not independent (executive) .
- Lead independent director framework to mitigate combined Chair/CEO role .
- Director pay: No additional compensation for his Board service; CEO compensation is reported in executive tables .
Performance & Track Record
| Metric/Highlight | FY2024 Outcome | Notes |
|---|---|---|
| Revenue ($m) | 937 | +34% YoY; demonstrates efficient growth . |
| GAAP Operating Margin | -9.0% | Improved from -47.4% in prior year . |
| Non‑GAAP Operating Margin | 12% | Up from 11.2% in prior year . |
| Cash from Operations ($m) | 166 | +39% YoY . |
| Cash & Equivalents ($m) | 881 | As of 12/31/2024 . |
| TSR (cumulative since IPO) | 126 (2024) | Up from 85 (2023) . |
| Strategic Milestone | Announced B2C CRM (Feb 2025) | Unified data, marketing, service, analytics . |
Related Party Transactions (Governance Red Flags Check)
- No loans or related‑party transactions involving Andrew Bialecki beyond his inclusion among >5% holders in the Investors’ Rights Agreement; the proxy details related agreements primarily with Shopify (investment option, revenue‑sharing, collaboration, and warrants) and institutional holders .
Say‑on‑Pay & Shareholder Feedback
- 2025 is first Say‑on‑Pay for the company; Board recommends “FOR” Say‑on‑Pay and recommends “1 year” frequency for future votes .
Investment Implications
- Alignment and retention: The CEO’s 2024 pay was de minimis (salary $75k, no bonus, no 2024 equity), and he did not participate in the annual bonus plan—indicating alignment through significant existing ownership rather than annual incentives .
- Control and governance: Dual‑class structure and 46.7% voting power consolidate control with the CEO; a Lead Independent Director and majority‑independent Board provide structural mitigants, but governance remains founder‑centric .
- Potential near‑term trading dynamics: Two large, fully vested, legacy options (total 21.43M shares at $0.0125) expire on 08/31/2025 and 09/28/2025, creating a near‑dated decision on exercises in 2H25 that investors should monitor .
- Downside protection/entrenchment: No CEO severance or CIC cash/accelerated equity benefits are disclosed, reducing entrenchment concerns and tying outcomes more directly to performance and long‑term ownership value .
- Incentive design trend: Company‑wide bonuses use objective revenue (75%) and non‑GAAP operating income (25%) with capped upside; 2024 funding was 97.5% pre‑discretion and paid at 76.2% after negative discretion—signaling discipline and alignment with broader workforce outcomes .