Landon Edmond
About Landon Edmond
Chief Legal Officer and General Counsel at Klaviyo (KVYO) since December 2020; age 53 as of April 18, 2024; B.A. in Sociology (University of South Florida) and J.D. (Santa Clara University School of Law); advisory board member at Santa Clara Law since October 2020 . During his tenure through 2024, Klaviyo’s revenue grew from $698.1M in 2023 to $937.5M in 2024, while net loss narrowed from $(308.2)M to $(46.1)M; cumulative TSR (from IPO date 9/20/2023) reached 126 by 2024 versus 85 in 2023, indicating positive shareholder value creation in the period covered by the proxy disclosures .
Company Performance (IPO-to-2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD thousands) | 698,099 | 937,464 |
| Net (Loss) Income ($USD thousands) | (308,233) | (46,142) |
| Cumulative TSR (Value of $100 at IPO) | 85 | 126 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAP SE | Senior Vice President and General Counsel; leadership positions | 2012–2020 | Led legal and compliance at enterprise software leader; supported integration and scaling post-Ariba acquisition |
| Ariba, Inc. | General Counsel and leadership roles | 2000–2012 | Guided legal and governance through growth and eventual acquisition by SAP |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Santa Clara University School of Law | Advisory Board Member | Since Oct 2020 | Contributes governance and legal expertise to academic advisory activities |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 460,000 | 520,000 |
| Target Bonus (% of Base) | N/A | 20% |
| Target Bonus ($) | N/A | 104,000 |
| Actual Bonus Paid ($) | — | 79,248 (76.2% of target after negative discretion) |
| All Other Compensation ($) | 13,385 | 13,799 (401(k) match) |
| Total Compensation ($) | 13,066,370 | 3,145,695 |
Multi-Year Summary Compensation Detail
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 416,171 | 460,000 | 520,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | 12,592,985 (includes $3,361,985 modification and $9,231,000 new grant) | 2,532,648 |
| Non-Equity Incentive ($) | — | — | 79,248 |
| All Other Comp ($) | 1,512,805 (includes $1,499,988 cash for RSU cancellation) | 13,385 | 13,799 |
| Total ($) | 1,928,976 | 13,066,370 | 3,145,695 |
Performance Compensation
Annual Cash Bonus Plan (FY 2024)
| Metric | Weighting | Target | Actual Achievement | Payout Factor | Payout ($) | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Revenue | 75% | Pre-set (not disclosed) | Combined achievement 97.5% pre-discretion | 76.2% after negative discretion | 79,248 | Paid March 2025 |
| Non-GAAP Operating Income | 25% | Pre-set (not disclosed) | Included in 97.5% | 76.2% after negative discretion | Included above | Paid March 2025 |
Equity Awards (RSUs)
| Grant Date | Type | Shares Granted (#) | Grant Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| 4/15/2024 | Service-based RSUs | 107,956 | 2,532,648 | 50% vests in 8 equal quarterly installments beginning 5/15/2024; remaining 50% vests in 4 equal quarterly installments thereafter, continued service required | Annual equity refresh under 2023 Plan |
| Stock Awards Vested in FY 2024 | — | 196,775 | Value realized $5,981,527 (based on closing price at each vest date) | Per original schedules | Realized value is informational and not actual cash received |
Equity Ownership & Alignment
Beneficial Ownership (as of Proxy Record in 2025)
| Security Class | Shares Beneficially Owned (#) | Percent |
|---|---|---|
| Series A Common | 112,080 | * (<1%) |
| Series B Common | 22,500 | * (<1%) |
Prior-year reference (as of 2024 beneficial ownership date): 2,127 Series A; 17,997 Series A RSUs within 60 days; 125,768 Series B; 32,884 Series B RSUs within 60 days .
Outstanding Unvested RSUs (as of 12/31/2024)
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 3/31/2023 | 97,500 | 4,020,900 (at $41.24) |
| 9/19/2023 | 131,250 | 5,412,750 (at $41.24) |
| 4/15/2024 | 87,715 | 3,617,367 (at $41.24) |
Alignment Policies
- Stock ownership guidelines: 2x base salary required for executive officers other than CEO; compliance status not individually disclosed .
- Hedging and pledging prohibited; no short sales, derivatives, margin collateralization, or pledging permitted under insider trading policy .
- Rule 10b5-1 plans permitted subject to policy and SEC requirements; sales can occur pursuant to pre-set parameters .
- Clawback policy: adopted Oct 2, 2023; recovery of incentive-based compensation over the prior three completed fiscal years in the event of a restatement (NYSE/Rule 10D-1 compliant) .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective August 27, 2023; at-will; sets base salary and eligibility for benefits and severance/change-in-control benefits |
| Severance (Non-CIC) | Lump sum equal to 12 months base salary ($520,000) and payment of target bonus ($104,000) pursuant to 2024 Bonus Plan; 12 months COBRA premium share ($22,835); total $646,835 (as of 12/31/2024) |
| Change-in-Control (Double Trigger) | If terminated without cause/for good reason within 3 months before to 12 months after CIC: base ($520,000) + target bonus ($104,000) + accelerated vesting of unvested RSUs ($13,051,017 based on $41.24) + COBRA ($22,835); total $13,697,851 |
| Equity Acceleration Terms | Double-trigger only; time-based equity becomes fully vested upon qualifying CIC termination ; company does not provide single-trigger acceleration |
| Tax Gross-ups | None on change-in-control benefits |
| Bonus Plan Mechanics | Corporate metrics: revenue (75%) and non-GAAP operating income (25%); payout capped at 110% of target; FY 2024 payout reduced by Compensation Committee discretion to 76.2% |
| Clawback | Performance-based compensation recovery policy (3-year lookback) |
| Hedging/Pledging | Prohibited |
| Non-compete/Non-solicit | Not disclosed in proxy |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total compensation $3.15M driven primarily by RSUs ($2.53M grant-date fair value) with modest cash bonus ($79k), emphasizing long-term stock price alignment .
- Shift toward RSUs: Post-IPO awards are RSUs under the 2023 Plan with multi-year quarterly vesting; no option awards disclosed for Edmond, lowering risk profile versus options and increasing predictable vesting cadence .
- Performance metrics: Annual bonus tied to revenue (75%) and non-GAAP operating income (25%); FY 2024 achievement 97.5% pre-discretion, reduced to 76.2% payout—signaling disciplined pay outcomes .
- Governance safeguards: Double-trigger CIC, no single-trigger acceleration, no tax gross-ups, clawback policy, and prohibition on hedging/pledging reinforce shareholder-friendly practices .
Risk Indicators & Red Flags
- Continuous vesting cadence: Quarterly RSU vesting (with 196,775 shares vested in 2024; $5.98M value realized) can create regular supply; potential 10b5-1 sales should be monitored for selling pressure .
- Ownership concentration: Individual beneficial ownership appears <1% in voting power, limiting direct economic alignment; mitigated by stock ownership guidelines requiring 2x base salary .
- CIC acceleration magnitude: $13.05M of RSU acceleration exposure under CIC could contribute to overhang in a transaction scenario .
Investment Implications
- Alignment: Edmond’s pay is predominantly equity-based with multi-year vesting; bonus tied to growth and profitability metrics (revenue, non-GAAP OpInc) and subject to negative discretion—supportive of disciplined pay-for-performance .
- Selling pressure: Quarterly RSU vesting, combined with permitted Rule 10b5-1 plans, implies ongoing potential insider selling flow; monitor Form 4s and vest schedules around lockup/blackout windows for trading signals .
- Retention risk: Severance provides 1x salary plus target bonus and 12 months COBRA; double-trigger CIC acceleration enhances retention through transaction uncertainty while avoiding single-trigger windfalls .
- Execution track record: Company performance post-IPO shows strong revenue growth and improved losses; TSR positive over the covered period, indicating favorable value creation environment during Edmond’s tenure .