Michael Medici
About Michael Medici
Michael Medici (age 46) is a Managing Director at Summit Partners, L.P. and has served on Klaviyo’s Board since 2019; he is currently a member of the Compensation Committee and is nominated for re‑election as a Class II director through the 2028 annual meeting . The Board has determined he is independent under NYSE and SEC standards (all directors except CEO Andrew Bialecki and co‑founder Ed Hallen are independent) . He holds a B.S. in Finance and International Business from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Partners, L.P. | Managing Director | 2005–present | Private equity investing; board experience across several private companies |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Markforged Holding Corporation (NYSE: MKFG) | Director | Jul 2021–present | Committee roles not disclosed in KVYO proxy |
| Various private companies | Director | Not disclosed | “Serves or has served” on several private company boards |
Board Governance
- Committee assignments: Compensation Committee member; chair is Chano Fernandez; other members include Medici and Susan St. Ledger .
- Independence: Board determined all directors other than Bialecki and Hallen are independent under NYSE and SEC rules; applies to Medici .
- Attendance: In FY2024, the Board met 5 times and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership: CEO Andrew Bialecki is also Board Chair; Tony Weisman serves as Lead Independent Director and presides over executive sessions (four in FY2024) .
- Risk oversight: Committees oversee key risk areas; Audit reviews related‑party transactions .
Fixed Compensation
- Policy framework (for non‑employee directors):
- Board retainer: $33,000; Lead Independent Director additional $19,000 .
- Committee retainers: Audit Chair $20,000 / member $10,000; Compensation Chair $15,000 / member $7,500; Nominating & Governance Chair $8,500 / member $4,250 .
- Equity: Initial RSU $400,000 (3‑year vest), Annual RSU $200,000 (1‑year vest or to next AGM), with accelerated vest on sale of company .
- 2024 actual compensation (Medici elected to waive all compensation): | Name | Fees Earned ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Michael Medici | — | — | — |
- Note: The proxy explicitly discloses “Mr. Li and Mr. Medici each elected to waive his right to receive any non‑employee director compensation” .
Performance Compensation
- Director equity is time‑based RSUs per policy; there are no performance‑conditioned director awards or performance metrics for directors disclosed .
- 2024: Medici received no equity grant (waived) .
Other Directorships & Interlocks
| Entity | Type | Relationship/Role | Potential Interlock or Conflict Consideration |
|---|---|---|---|
| Markforged Holding Corporation (NYSE: MKFG) | Public company | Director since Jul 2021 | No KVYO-related transaction disclosed . |
| Summit Partners affiliated funds | Significant shareholder of KVYO | Entities affiliated with Summit Partners hold 38,827,778 Series B shares (21.5% of B) equating to ~20.4% voting power; Medici is a Managing Director of Summit Partners . | Summit is a >5% holder and party to an Investors’ Rights Agreement; no Summit‑related transactions (beyond rights/ownership) disclosed in 2024 RPTs section . |
Expertise & Qualifications
- Private equity and board governance: Nearly two decades at Summit Partners; sits/has sat on multiple boards .
- Public company board experience: Director at Markforged since July 2021 .
- Finance/strategy background: B.S. in Finance & International Business (Georgetown) .
- KVYO committee service: Compensation Committee member (independent‑only committee) .
Equity Ownership
| Holder | Series A Shares | Series B Shares | Voting Power |
|---|---|---|---|
| Michael Medici | —; <1% | —; <1% | <1% |
- Company policies relevant to alignment:
- Stock ownership guidelines: Directors expected to hold KVYO stock ≥ 5x annual Board cash retainer within five years; compliance status for individual directors not disclosed .
- Hedging/pledging: Prohibited for directors; also bans short sales and derivative transactions .
Governance Assessment
- Strengths
- Independence and committee structure: Medici serves on an all‑independent Compensation Committee; no interlocks or insider participation identified for that committee in FY2024 .
- Attendance and engagement: Board met 5 times; each director attended ≥75%; all directors attended the 2024 AGM; regular executive sessions were held, led by the Lead Independent Director .
- Pay conservatism: Medici waived all 2024 director cash and equity compensation despite policy allowances, which reduces direct pay‑related conflicts .
- Policy safeguards: Prohibitions on hedging/pledging and stock ownership guidelines for directors .
- Risk indicators and potential conflicts
- Significant shareholder affiliation: Medici is a Managing Director at Summit Partners while entities affiliated with Summit hold ~21.5% of Series B (20.4% voting power); he also serves on the Compensation Committee—this dual role can be perceived as a potential conflict in sensitive pay/governance decisions, even as the Board deems him independent .
- Personal “skin‑in‑the‑game”: The beneficial ownership table shows no reportable personal holdings for Medici (<1% and “—” in both series), suggesting limited disclosed personal equity alignment at KVYO, though Summit’s fund ownership is substantial .
- Related‑party context: Summit is party to an Investors’ Rights Agreement; however, the 2024 related‑party transactions disclosed primarily involve Shopify agreements, not Summit‑related dealings with KVYO .
Appendix: KVYO Board & Committee Context (for reference)
- Board size and classification: 9 directors; staggered classes; Medici is Class II and a nominee for re‑election in 2025 to serve until 2028 .
- Compensation Committee responsibilities: Oversees executive and non‑employee director pay, equity plans, consultants (Compensia), and has authority over incentive plans; committee was composed of independent directors in FY2024 .