Ed Hallen
About Ed Hallen
Ed Hallen is Klaviyo’s co-founder and Chief Strategy Officer (since November 2024), a Class II director, and one of the company’s largest stockholders; he is 43 years old and has served on the board since 2012 . He holds a B.S. in Systems Engineering from the University of Virginia and an M.B.A. from MIT Sloan . Company performance context: FY2024 revenue was $937 million (+34% YoY), GAAP operating margin improved to (9.0)% from (47.4)% YoY, non-GAAP operating margin was 12%, and cash from operations was $166 million with $881 million cash and equivalents at year-end . The board has determined Hallen is not independent given his executive role; the CEO also serves as Chair, with a Lead Independent Director appointed to strengthen governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Klaviyo | Chief Strategy Officer | Nov 2024–present | Co-founder shaping corporate strategy for unified B2C CRM platform announced in 2025 |
| Klaviyo | Chief Product Officer | Jul 2021–Nov 2024 | Led product; evolved data-first platform across email, SMS, reviews, CDP |
| Klaviyo | Various roles | Sep 2012–Jul 2016 | Early leadership building Klaviyo’s data infrastructure and marketing automation foundation |
| Team Engine | Co-founder & CEO | Jan 2018–Apr 2021 | Built text-first HR/operations platform, demonstrating product-led growth experience |
| Applied Predictive Technologies | Principal | Aug 2004–Apr 2010 | Business analytics expertise relevant to Klaviyo’s data-first approach |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Team Engine | Co-founder & CEO | 2018–2021 | Private company; HR/operations platform |
| Public company boards | — | — | None disclosed for Hallen |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash compensation (aggregate) | $193,039 | Includes compensation while CPO and CSO in FY2024 |
| 401(k) matching | $7,752 | Company contribution |
Base salary, bonus target/actual, and equity grant details for Hallen were not separately itemized in the Summary Compensation Table; only aggregate cash and 401(k) were disclosed .
Performance Compensation
| Metric | Weighting | FY 2024 Target Basis | FY 2024 Actual Achievement | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue (company Bonus Plan) | 75% | Board-set corporate target | Part of 97.5% combined achievement | Committee applied negative discretion; Other NEOs paid 76.2% of target | Cash bonuses paid March 2025 |
| Non-GAAP Operating Income (company Bonus Plan) | 25% | Board-set corporate target | Part of 97.5% combined achievement | Same as above | Same as above |
Applicability to Hallen: The Bonus Plan structure and outcomes are disclosed at the company level; Hallen’s specific participation or payout is not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 32,989,106 shares of Series B common stock held by Ed Hallen |
| Ownership as % of Series B | 18.2% of Series B common stock |
| Percent of total voting power | 17.3% |
| Shares pledged as collateral | Company policy prohibits pledging and hedging by directors/officers |
| Stock ownership guidelines | 2× base salary for executive officers; 5× annual cash retainer for directors; 6× for CEO |
| Compliance status | Not disclosed for Hallen |
| 10b5‑1 trading plans | Permitted under policy; trades executed per pre-set parameters |
Company-level dilution/supply context:
- Dilutive securities as of 9/30/2025: RSUs outstanding 16.7 million; options 2.4 million at $2.29 WAEP; warrants 2.8 million; ESPP 0.6 million; total estimated fully diluted shares 324.4 million (excluding out-of-the-money Shopify option) .
- Risk factor: sales by directors/executives/principal holders can pressure the stock price; example given of CEO’s May 16, 2025 secondary sale; ongoing RSU/option conversions are registered and may be freely sold subject to Rule 144 limitations .
Employment Terms
| Provision | Terms (company disclosures) |
|---|---|
| Agreement status | Named Executive Officer Employment Agreements disclosed for certain executives; Hallen-specific agreement terms not disclosed |
| Severance (NEOs) | If terminated without cause or resign for good reason: lump sum equal to then-current base salary (Rowland also target bonus), plus up to 12 months COBRA payments; additional lump sum equal to target performance bonus under 2024 Bonus Plan |
| Change-in-control (NEOs) | Double-trigger: within 3 months before to 12 months after a change-in-control, unvested time-based equity accelerates in full upon qualifying termination; no single-trigger vesting |
| Tax gross-ups | No tax reimbursements/gross-ups on change-in-control payments |
| Hedging/pledging | Prohibited for directors/officers |
Note: These terms are disclosed for named executive officers; Hallen’s specific severance/CIC terms are not individually disclosed .
Board Governance
- Class II director since 2012; nominated for re-election to serve until the 2028 annual meeting .
- Committee roles: none (Hallen does not serve on Audit, Compensation, or Nominating committees) .
- Independence: not independent under NYSE/SEC rules due to executive status .
- Board leadership: CEO is also Chair; Lead Independent Director (Tony Weisman) appointed to oversee independent sessions and agendas .
- Attendance: all directors met at least 75% meeting attendance in FY2024; independent directors held four executive sessions .
Director Compensation
| Component | Amount |
|---|---|
| Employee directors (Hallen) | No additional board pay beyond employee compensation |
| Non‑employee board annual retainer | $33,000; Lead Independent adds $19,000 |
| Committee retainers | Audit: $20,000 chair/$10,000 member; Compensation: $15,000 chair/$7,500 member; Nominating: $8,500 chair/$4,250 member |
| Equity for non‑employee directors | Initial RSU $400,000 (3-year vest); annual RSU $200,000 (1-year vest or next AGM); accelerates on sale of company |
Compensation Peer Group (used for executive benchmarking)
| Peer Companies |
|---|
| Asana; BILL Holdings; Braze; Cloudflare; Confluent; CrowdStrike Holdings; Datadog; Five9; Freshworks; GitLab; HubSpot; MongoDB; Okta; Samsara; Shopify; Smartsheet; Snowflake; Squarespace; ZoomInfo Technologies; Zscaler |
Say‑on‑Pay & Shareholder Feedback
- First Say‑on‑Pay vote scheduled in 2025; board/Compensation Committee to consider outcomes in future decisions .
- Board recommends annual (1‑year) frequency for future advisory votes on executive compensation .
Related Party & Registration Rights
- Investors’ Rights Agreement provides certain holders (including Ed Hallen) with registration rights; Hallen is disclosed as a >5% beneficial owner .
- Hallen’s FY2024 employment-related cash and 401(k) contributions disclosed under related person transactions .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive); clawback policy adopted in Oct 2023 under SEC/NYSE rules, covering incentive-based compensation over prior three fiscal years upon restatement .
- No single-trigger vesting, no tax gross-ups (shareholder-friendly structures) .
- Share supply overhang risk highlighted by company (e.g., director/executive sales; RSU/option conversions registered on Form S‑8) .
- Shopify warrants/options and investment option terms detailed; partial exercises and remaining instruments contribute to dilution dynamics .
Investment Implications
- Alignment: Hallen’s substantial ownership (32.99 million Series B; ~17.3% total voting power) strongly aligns incentives with long-term value creation, and policy bars hedging/pledging, reinforcing alignment .
- Governance: Dual role as executive/non‑independent director introduces independence considerations, mitigated by Lead Independent Director and fully independent committees; Hallen holds no committee seats, reducing direct influence over compensation/audit oversight .
- Pay-for-performance visibility: Company discloses objective revenue and non‑GAAP operating income metrics for the Bonus Plan, with negative discretion applied; Hallen’s specific incentive metrics/payouts are not disclosed, limiting precision in pay-for-performance analysis at the individual level .
- Trading signals/supply: Company warns that insider/principal holder sales can weigh on shares; RSUs/options and warrants/ESPP indicate ongoing supply into the float. No specific Form 4 activity for Hallen is disclosed here, but policy permits 10b5‑1 plans; monitor filings for selling pressure and vesting schedules .
- Transaction protections: Double‑trigger equity acceleration and clawback policy reduce windfall risk and support shareholder-friendly practices during corporate events/restatements .