Jennifer Ceran
About Jennifer Ceran
Independent director at Klaviyo, Inc. (KVYO); Age 61; director since 2021. Former CFO of Smartsheet and interim CFO of Klaviyo (Nov 2021–May 2022), with prior senior finance roles at Quotient, Box, and eBay; B.A. Vanderbilt and MBA Chicago Booth. Serves as Audit Committee Chair and member of the Nominating & Corporate Governance Committee; Board affirms her independence under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Klaviyo, Inc. | Interim Chief Financial Officer | Nov 2021–May 2022 | Supported finance leadership during transition; subsequently independent director and Audit Chair. |
| Smartsheet Inc. | Chief Financial Officer | Sep 2016–Jan 2021 | Led public-company finance; relevant to audit oversight. |
| Quotient Technology, Inc. | Chief Financial Officer | Sep 2015–Sep 2016 | CFO experience in marketing tech. |
| Box, Inc. | Vice President of Finance | Oct 2012–Sep 2015 | Scaled finance in enterprise SaaS. |
| eBay Inc. | Vice President of Finance and leadership roles | Apr 2003–Aug 2012 | Broad finance leadership at global marketplace. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riskified Ltd. (NYSE: RSKD) | Director | Current | Not disclosed. |
| NerdWallet, Inc. (NASDAQ: NRDS) | Director | Current | Not disclosed. |
| Plum Acquisition Corp I (NASDAQ: PLMIU) | Director | Former | Not disclosed. |
Board Governance
- Classification and tenure: Class III director; term expires at 2026 annual meeting.
- Committee roles: Audit Committee Chair; Nominating & Corporate Governance Committee Member.
- Audit Committee composition: Ceran (Chair), Roxanne Oulman, Tony Weisman; delivered the Audit Committee Report to the Board.
- Independence: Board determined all directors except CEO Andrew Bialecki and CSO Ed Hallen are independent; Ceran is independent.
- Attendance: Board held 5 meetings in FY2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: Tony Weisman; non-management directors held 4 executive sessions in FY2024.
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Board annual cash retainer | $33,000 | Non-employee director retainer; paid quarterly. |
| Audit Committee Chair retainer | $20,000 | Chair premium. |
| Nominating & Corporate Governance Committee member retainer | $4,250 | Member fee (non-chair). |
| FY2024 cash fees earned | $57,250 | Actual fees paid to Ceran in FY2024. |
Performance Compensation
| Award Type | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | $192,652 | FY2024 (annual meeting cycle) | Vests fully by next annual meeting or first anniversary, subject to service; accelerates on sale of company. | |
| Initial RSU grant (policy) | $400,000 | Upon initial election | Vests in 3 equal annual installments, subject to service. |
- Performance metrics: No director-specific performance metrics; RSUs are time-based.
Other Directorships & Interlocks
- Current public boards: Riskified (RSKD), NerdWallet (NRDS). No disclosed interlocks with KVYO’s key counterparties (e.g., Shopify).
- Compensation Committee interlocks: KVYO Compensation Committee members (Fernandez, Medici, St. Ledger) are independent; no insider participation noted. Ceran is not on Compensation Committee.
Expertise & Qualifications
- Extensive public-company CFO experience (Smartsheet; interim CFO Klaviyo), plus senior finance roles at Quotient, Box, eBay; strong fit for audit chair duties.
- Education: B.A. Vanderbilt; MBA University of Chicago Booth.
- Board’s stated rationale: Financial and business expertise; experience as CFO and public company director.
Equity Ownership
| Holder | Security | Shares/Units | Status/Percent |
|---|---|---|---|
| Jennifer Ceran | Series B common stock | 120,333 | Beneficially owned; <1% voting power. |
| Jennifer Ceran | Series A RSUs | 8,532 | Unvested RSUs as of Dec 31, 2024. |
- Ownership guidelines: Directors expected to hold at least 5x annual cash retainer within 5 years; policy prohibits hedging and pledging.
- Pledging/hedging: Insider trading policy prohibits short sales, derivatives/hedges, and pledging/margin; no waivers granted in FY2024.
Governance Assessment
- Strengths: Independent director with deep CFO pedigree; Audit Committee Chair overseeing auditor independence, internal controls, and related-party transaction reviews; consistent board attendance; robust governance policies (ownership guidelines; clawback; anti-hedging/pledging).
- Alignment: Mix of modest cash retainers and annual RSUs supports long-term orientation; RSU vesting tied to service and accelerates only upon sale.
- Potential conflicts: Prior interim CFO service could raise continuity concerns, but independence explicitly affirmed; no Ceran-related related-party transactions disclosed.
- RED FLAGS: None disclosed regarding low attendance, hedging/pledging, related-party transactions, or option repricing.
Implications for investor confidence: As Audit Chair with substantial finance experience and active oversight responsibilities, Ceran’s profile supports board effectiveness and risk oversight. Compensation and ownership policies reinforce alignment, and lack of disclosed conflicts is a positive governance signal.