Steve Rowland
About Steve Rowland
Steve Rowland, age 56 (as of April 15, 2025), has served as President of Klaviyo since July 2023 and informed the company of his plan to retire effective December 31, 2025; he will serve in a transitional role through year-end with post-employment consulting through March 31, 2026 focused on continuity of operations . He holds a B.S. in Engineering from Texas A&M University and previously led go-to-market and revenue organizations at Okta (CRO, Mar 2021–Jun 2023), Splunk (VP, Americas, Aug 2019–Mar 2021), and DataStax (President, Oct 2015–Aug 2019) . Klaviyo ties cash incentives to objective corporate performance metrics—revenue (75% weighting) and non-GAAP operating income (25% weighting)—aligning pay with operating execution; specific TSR or EBITDA growth metrics for Rowland are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Okta | Chief Revenue Officer | Mar 2021–Jun 2023 | Led enterprise revenue organization |
| Splunk | Vice President, Americas | Aug 2019–Mar 2021 | Ran regional go-to-market |
| DataStax | President | Oct 2015–Aug 2019 | Led cloud database scale-up |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dynatrace (NYSE: DT) | Director | Current | Board oversight at software intelligence firm |
| Forté Ventures | Executive Advisor & Limited Partner | Current | VC advisory and network engagement |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 600,000 |
| Sign-on Bonus ($) | 100,000 (one-time) | — |
| Target Annual Bonus ($) | 200,000 (prorated in 2023) | 400,000 |
| Actual Non-Equity Incentive Plan Compensation ($) | 198,298 | 304,800 |
| All Other Compensation ($) | 4,125 | 9,108 |
| Stock Awards Grant-Date Fair Value ($) | 20,516,540 (RSUs) | 4,783,916 (RSUs) |
| Total Compensation ($) | 21,118,963 | 5,697,825 |
Performance Compensation
Annual Cash Incentive Structure (FY 2024)
| Metric | Weighting | Threshold ($) | Target ($) | Maximum ($) | Actual Payout ($) |
|---|---|---|---|---|---|
| Company Revenue | 75% | 90,000 | 400,000 | 440,000 | 304,800 |
| Non-GAAP Operating Income | 25% | 90,000 | 400,000 | 440,000 | 304,800 |
- Payout capped at 110% of target, tied to tiers of revenue and non-GAAP operating income; actual FY 2024 payout for Rowland was $304,800, reflecting performance against these metrics .
Equity Awards and Vesting
| Grant | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU Award | 08/01/2023 | 820,990 (outstanding at 12/31/2023) | n/a | 25% on 8/15/2024; remaining 75% in 12 equal quarterly installments thereafter; liquidity condition satisfied at IPO |
| RSU Award | 04/15/2024 | 203,918 | 4,783,916 | 50% in 8 equal quarterly installments beginning 5/15/2024; remaining 50% in 4 equal quarterly installments thereafter |
| Stock Vested in 2024 | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSU Vests | 294,792 | 9,506,946 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Security Class | Shares Beneficially Owned (#) | Ownership % |
|---|---|---|
| Series A Common Stock | 112,007 | <1% |
| Series B Common Stock | 51,312 | <1% |
- Company-wide stock ownership guidelines require executive officers (other than CEO) to hold Klaviyo stock valued at not less than 2× annual base salary within five years of becoming subject to the policy; compliance status for Rowland is not disclosed .
- Hedging, short sales, derivative transactions, margin, and pledging of company securities are prohibited under the insider trading policy; Rule 10b5-1 trading plans are permitted subject to strict conditions .
Outstanding and Unvested Equity (as of December 31, 2024)
| Grant | Unvested RSUs (#) | Market Value ($) | Notes |
|---|---|---|---|
| 08/01/2023 RSU | 564,432 | 23,277,176 (at $41.24) | Time-based vesting, quarterly; IPO satisfied liquidity condition |
| 04/15/2024 RSU | 165,684 | 6,832,808 (at $41.24) | Quarterly vesting cadence |
| Total Unvested | 730,116 | 30,109,984 | Sum of unvested RSUs |
Employment Terms
- Employment Agreement: At-will employment; effective August 27, 2023; sets base salary and bonus eligibility and provides severance/change-in-control benefits .
- Severance (non-CIC): Lump-sum cash equal to current base salary plus target bonus, and up to 12 months COBRA premium payments (for executive and eligible dependents), subject to separation agreement and release .
- Change-in-Control (CIC): Double-trigger vesting acceleration of all time-based equity awards if terminated without cause or for good reason within 3 months prior to and 12 months following a CIC; severance as above; payments reduced if 280G excise tax would apply and reduction yields higher net after-tax benefit .
- Clawback: Performance-based compensation recovery policy adopted (effective Oct 2, 2023) per Rule 10D-1 and NYSE standards; recovers erroneously awarded incentive compensation over the prior three fiscal years in event of restatement .
- Trading Policy: Prohibits hedging/pledging; governs Rule 10b5-1 plans .
Potential Payments Upon Termination (as of Dec 31, 2024)
| Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($) | Continuation of Insurance Coverage ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause or for Good Reason | 600,000 | 400,000 | — | 22,835 | 1,022,835 |
| Without Cause or for Good Reason within CIC Period | 600,000 | 400,000 | 30,109,984 | 22,835 | 31,132,818 |
2025 Transition & Separation
- Transition Period (Aug 4–Dec 31, 2025): Continues to receive base salary, vesting of all outstanding equity, and benefits participation .
- Severance at Separation Date (subject to conditions): Lump-sum equal to 12 months base salary plus 100% of FY25 target bonus; COBRA premium payments up to 12 months or until eligible under another employer plan; customary non-disclosure, non-solicitation, non-disparagement obligations .
- Post-Separation Consulting: Through March 31, 2026; no cash consulting fees—continued vesting (and pro-rata vesting for partial periods) of equity awards constitutes sole compensation .
- Restrictive Covenants: Confidentiality, inventions assignment, and non-solicitation agreements continue per May 4, 2023 agreement .
Investment Implications
- Alignment and dilution: Large unvested RSU balance (~730k shares; ~$30.1M at 12/31/24 pricing) aligns Rowland with equity value but creates quarterly vest-driven supply overhang; hedging/pledging is prohibited, mitigating misalignment risk .
- Pay-for-performance: Cash bonus tied to revenue and non-GAAP operating income with capped payouts (110% of target), and actual FY 2024 payout ($304.8k) suggests measured pay-for-performance linkage without aggressive risk-taking incentives .
- Retention and transition: Announced retirement with structured severance and consulting through Q1 2026 reduces execution risk during handoff; severance economics are moderate (1× base + 1× bonus; double-trigger equity acceleration) with no tax gross-ups, limiting change-of-control windfalls .
- Trading signals: Rule 10b5-1 plan allowance plus quarterly vesting can translate to predictable selling programs post-vesting; monitor Form 4s during Transition/Consulting Period for potential incremental supply signals .
- Governance quality: Independent compensation committee, peer benchmarking, clawback policy, and stock ownership guidelines indicate solid governance practices around executive pay .