Chano Fernandez
About Chano Fernandez
Independent director at Klaviyo (KVYO) since 2023; age 55; Chair of the Compensation Committee. Currently Co-CEO of Eightfold.ai; formerly Co-CEO and director at Workday with prior senior roles at SAP, Infor, and McKinsey; holds a B.S. in Physics (University of Salamanca) and an MBA (IE Business School) . Company performance context: FY2024 revenue was $937M (+34% YoY), GAAP operating margin (9.0)% and non-GAAP operating margin 12%, cash from operations $166M, and cash/equivalents $881M as of Dec 31, 2024; pay-versus-performance TSR index since IPO improved to 126 in 2024 (from 85 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eightfold.ai | Co-CEO | Current (as of 2025) | Leads AI Talent Intelligence platform; external full-time executive role alongside KVYO board duties . |
| Workday, Inc. | Co-Chief Executive Officer | Aug 2020 – Dec 2022 | Oversaw scaled go-to-market and operations at a leading enterprise cloud HCM/Finance company . |
| Workday, Inc. | Director | Apr 2021 – Dec 2022 | Board oversight during growth/transition period . |
| Workday, Inc. | Co-President | Feb 2018 – Aug 2020 | Global revenue leadership . |
| Workday, Inc. | EVP, Global Field Operations | Feb 2017 – Feb 2018 | Drove worldwide sales execution . |
| Workday, Inc. | President, EMEA & APJ | Jan 2014 – Feb 2017 | International expansion leadership . |
| SAP EMEA | SVP & Head of Innovation Sales | Jan 2007 – Dec 2013 | Enterprise software sales leadership . |
| Infor / Blue C / McKinsey | VP EMEA Sales / Founding Partner & GM / Senior Consultant | Prior roles | GTM leadership, entrepreneurship, and strategy advisory . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eightfold.ai | Co-CEO | Current | Active operating executive role; no current public company directorships . |
| Workday, Inc. | Director (prior) | Apr 2021 – Dec 2022 | Prior public company board . |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 46,833 | 192,652 | 239,485 |
Director fee policy (current): annual board retainer $33,000; Compensation Committee Chair retainer $15,000; additional retainers apply for other roles. Initial director RSU grant $400,000 (3-year ratable vest); annual RSU grant $200,000 (vests by next annual meeting or 1 year); director awards fully accelerate upon a sale of the company .
Performance Compensation (Oversight & Design Signals)
Klaviyo’s NEO annual cash bonus plan for FY2024 (important for assessing Fernandez’s pay-for-performance oversight as Comp Committee Chair):
| Metric | Weight | Targeting & Payout Curve | Actual Achievement/Outcome |
|---|---|---|---|
| Revenue | 75% | 0% payout if <95% of target; linear 95–100%; 2x slope 100–105%; cap 110% | Contributed to total plan achievement of ~97.5% before discretion; Committee applied negative discretion → paid 76.2% of target to NEOs . |
| Non-GAAP Operating Income | 25% | 0% payout if <90% of target; linear 90–100%; 2x slope 100–105%; cap 110% | Included in the ~97.5% achievement before discretion; paid at 76.2% of target post-discretion . |
Design/Process notes:
- Independent comp consultant (Compensia) supports structure, peer benchmarking, and governance; stock ownership guidelines (2x salary for officers; 5x retainer for directors) and clawback policy in place .
- 2024 long-term incentives for executives used multi-year time-based RSUs (no options; none since 2020) .
- First Say-on-Pay scheduled for 2025; Board recommends annual frequency .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 15, 2025) | Series A: 23,528 shares (includes 8,532 RSUs vesting within 60 days); Series B: 16,333 shares; <1% voting power . |
| Unvested director RSUs (12/31/2024) | 55,199 units . |
| Director stock ownership guideline | 5x annual cash board retainer; compliance status not specifically disclosed for each director . |
| Hedging/pledging | Company policy prohibits hedging and pledging; margin use prohibited . |
| 10b5-1 plans | Allowed under policy with SEC/NYSE-compliant constraints . |
| Change-in-control (director awards) | Non-employee director RSUs fully accelerate upon sale of the company . |
Vesting and selling pressure signals:
- Annual director RSUs vest in full at the next annual meeting/1-year mark; initial grant vests ratably over 3 years—creates predictable vesting events that can coincide with potential 10b5-1 sales, subject to trading windows and policy .
- No pledging permitted (reduces forced-sale risk); policy discourages short-termism via ownership guidelines .
Employment Terms (Director) and Board Governance
- Board class/term: Class III director; term expires at the 2026 annual meeting .
- Independence: Board deems all directors independent except CEO Andrew Bialecki and CSO Ed Hallen; Fernandez is independent .
- Committee roles: Chair, Compensation Committee; committee oversees exec and director pay, plan admin, severance/CIC terms, and advisor retention .
- Board leadership: CEO also serves as Chair; lead independent director (Tony Weisman) presides over independent sessions; independent directors held 4 executive sessions in 2024 .
- Meetings/attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings .
Director Compensation Policy Detail
| Element | Amount/Terms |
|---|---|
| Board cash retainer | $33,000 per year; paid quarterly . |
| Comp Committee Chair retainer | $15,000 per year . |
| Initial equity grant | $400,000 RSUs; vests 1/3 annually over 3 years . |
| Annual equity grant | $200,000 RSUs; vests fully by next annual meeting/1 year . |
| Acceleration | Full acceleration for directors upon sale of the company . |
| Annual cap | Director total comp cap: $750k (or $1.0M in initial year) . |
Compensation Committee Framework Under Fernandez (signals for alignment and risk)
- Independent consultant (Compensia); annually reviewed peer group (e.g., Asana, Braze, Cloudflare, Datadog, GitLab, HubSpot, MongoDB, Okta, Shopify, Smartsheet, Snowflake, Zscaler, etc.) .
- Metric design emphasizes revenue and profitability (non-GAAP operating income) with rigorous thresholds and capped payouts; negative discretion used to align with broader employee outcomes (reduced NEO bonuses to 76.2% of target despite ~97.5% corporate achievement) .
- Stock ownership, clawback, and anti-hedging/pledging policies enforce alignment and reduce governance risk .
Related Party Transactions and Conflicts
- No related-party transactions disclosed specific to Fernandez; Shopify-related agreements disclosed at company level (revenue sharing, warrants, investment option) do not involve Fernandez personally .
- No hedging/pledging permitted; insider trading policy governs trading and 10b5-1 plans .
Performance & Track Record Snapshot (Company context under current board)
| Metric | FY2024 | Commentary |
|---|---|---|
| Revenue | $937M (+34% YoY) | Strong top-line growth. |
| GAAP Operating Margin | (9.0)% | Improved from (47.4)% prior year . |
| Non-GAAP Operating Margin | 12% | Up from 11.2% . |
| Cash from Operations | $166M (+39% YoY) | Efficient growth . |
| TSR (index from IPO=100) | 126 (2024) vs 85 (2023) | Pay-versus-performance disclosure. |
Recent operating momentum: Q3’25 revenue $310.9M (+32% YoY), FY25 revenue guidance raised to $1.215–$1.219B with 13–14% non-GAAP operating margin; NRR 109%; 183k+ customers; expanding >$50k ARR customers by 36% YoY .
Investment Implications
- Alignment: Fernandez’s compensation as a non-employee director is largely equity-based with multi-year vesting, plus a modest cash retainer—aligned with long-term shareholder value; full independence and robust governance (ownership guidelines, clawback, no hedging/pledging) mitigate agency risk .
- Pay-for-performance oversight: As Comp Committee Chair, he oversaw a program with measurable revenue/profitability metrics and exercised negative discretion on FY2024 bonuses (76.2% payout vs ~97.5% formula) signaling disciplined governance in a strong growth year .
- Trading/flow signals: Director RSUs (55,199 unvested as of 12/31/24) and annual grants imply periodic vesting that could lead to programmatic sales via 10b5-1 plans; policy prohibits pledging and speculative transactions, reducing forced selling/hedging risk .
- Retention and bandwidth: External full-time CEO role at Eightfold.ai raises time-allocation considerations but he remains independent; committee structure and lead independent director framework help counterbalance combined CEO/Chair at KVYO .
- Governance risks: Director awards accelerate on a sale, a common feature that can modestly incentivize sale outcomes; however, strong ownership and anti-hedging/pledging policies, plus independent oversight, temper misalignment risk .