Roxanne Oulman
About Roxanne Oulman
Roxanne Oulman (age 53) is an independent director of Klaviyo (KVYO) since 2023 and serves on the Audit Committee. She is a former EVP & CFO at Medallia and CallidusCloud, and holds a B.S. in Accounting (Minnesota State University, Mankato) and an MBA (University of the Pacific, Eberhardt School of Business) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medallia, Inc. | EVP & Chief Financial Officer | Nov 2018 – Jun 2022 | Led finance through sale to Thoma Bravo (Oct 2021) |
| CallidusCloud | EVP & Chief Financial Officer; prior finance leadership roles | Nov 2016 – Sep 2018; May 2013 – Nov 2016 | Led finance through acquisition by SAP (Apr 2018) |
| Thoratec Corporation | Interim Chief Financial Officer; prior finance leadership roles | Jun 2011 – Oct 2012; 2004 – 2011 | Biomedical devices finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Digital (NASDAQ: WDC) | Director | Current | Public company board |
| CalAmp (NASDAQ: CAMP) | Director | Aug 2018 – Jul 2024 | Former public company board |
| Various private companies | Director | Current | Not specified |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee currently comprises Jennifer Ceran (Chair), Roxanne Oulman, and Tony Weisman .
- Independence: Board determined all directors except CEO Andrew Bialecki and CSO Ed Hallen are independent (includes Oulman) .
- 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 .
- Engagement: Non-management directors met in 4 executive sessions in FY2024, presided by Lead Independent Director Tony Weisman .
- Lead Independent Director: Tony Weisman; supports agenda setting, CEO performance reviews, and succession planning .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $33,000 | Paid quarterly; prorated for partial years |
| Lead independent director additional retainer | $19,000 | If applicable |
| Audit Committee member | $10,000 | Chair: $20,000 |
| Compensation Committee member | $7,500 | Chair: $15,000 |
| Nominating & Corporate Governance member | $4,250 | Chair: $8,500 |
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $43,000 | $192,652 | $235,652 |
| 2023 | $11,931 | $1,682,800 | $1,694,731 |
- Policy caps: Director total compensation capped at $1,000,000 in the initial election year and $750,000 in other years .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Acceleration/Notes |
|---|---|---|---|
| Initial RSU grant (upon first election) | $400,000 FMV | 3 annual installments on the first, second, and third anniversaries | Full acceleration upon sale of the company |
| Annual RSU grant (each annual meeting) | $200,000 FMV | Vests in full by earlier of 1st anniversary or next annual meeting | Full acceleration upon sale of the company |
- Director equity awards are time-vested RSUs; no performance-conditioned metrics are used for director equity grants .
Other Directorships & Interlocks
- Current: Western Digital (WDC) .
- Prior: CalAmp (CAMP), Aug 2018 – Jul 2024 .
- No disclosed interlocks with KVYO’s major counterparties (e.g., Shopify, Summit) and no related-party transactions involving Oulman .
Expertise & Qualifications
- CFO experience at Medallia and CallidusCloud; interim CFO at Thoratec; extensive finance leadership across software and medical devices .
- Board qualifications cited by KVYO: proven leadership, financial and business expertise, and public company CFO and director experience .
Equity Ownership
| Security | Beneficial Holdings (#) | Notes |
|---|---|---|
| Series A Common | 8,532 | RSUs for which time/service condition satisfied or within 60 days |
| Series B Common | 23,333 | Vested shares |
| Series B Common (RSUs) | 23,333 | RSUs vesting within 60 days |
- Ownership %: less than 1% of outstanding Series A and Series B, consistent with company table notation .
- Stock ownership guidelines: Directors expected to hold stock valued at ≥5x annual Board cash retainer within five years; executives have separate multiples .
- Hedging/pledging: Prohibited under KVYO insider trading policy (short sales, derivatives/hedging, margin pledging, collateral pledging) .
Governance Assessment
- Audit oversight: As an Audit Committee member alongside an audit committee financial expert (Ceran), Oulman adds CFO-grade rigor to financial reporting, internal controls, and related-party review .
- Independence and attendance: Meets NYSE independence standards; attendance metrics and executive session cadence indicate baseline engagement .
- Alignment: Director pay structure leans heavily to equity (RSUs) with clear vesting, plus moderate cash retainers; 2023 total was elevated due to initial RSU grant ($1.68M) and normalized in 2024 ($192.7k stock, $43k cash) . Ownership guidelines and ban on hedging/pledging further support alignment .
- Potential conflicts/RED FLAGS: None disclosed involving Oulman. Shopify-related agreements and warrants are material related-party items for KVYO but not linked to her; Audit Committee reviews related-party transactions .
- Director compensation governance: Policy has explicit caps and standardized grants; no meeting fees; grants accelerate on company sale—note that single-trigger acceleration at change of control for directors may attract scrutiny from some investors, though this is common in director programs .