Vahe Kuzoyan
About Vahe Kuzoyan
Co-Founder, President, and Director of ServiceTitan (TTAN) since June 2007; age 41 as of May 5, 2025; B.A. in Neuroscience and B.S. in Computer Science from USC. He leads product and development and has served on the board since founding; he is not an independent director under Nasdaq rules . Performance context: annual revenue reached $771.9M in FY2025 ; revenue grew from $467.7M* (FY2023) to $771.9M (FY2025) while EBITDA remained negative at -$161.3M* (FY2025), reflecting continued investment intensity*. Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceTitan (TTAN) | Co-Founder, President, Director | 2007–present | Leads product and development; co-founder perspective on strategy and execution |
External Roles
- No external public-company directorships are mentioned in TTAN’s proxy biography for Vahe Kuzoyan .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 457,577 | 461,796 |
| Target Bonus (%) | 80% of base | 80% of base |
| Actual Bonus ($) | 166,327 | 439,929 |
| All Other Compensation ($) | 1,200 | 1,200 |
| Total Compensation ($) | 6,628,460 | 132,683,989 |
- Perquisites: $1,200 technology allowance; no personal security or tax-prep reimbursements disclosed for Vahe .
Performance Compensation
Annual Performance-Based Cash Bonus (FY2025)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate financial goals (threshold/target/stretch) | Not disclosed | 80% of base | Achieved at 120% of corporate goals | 439,929 | Paid March 2025 |
- The committee may adjust target opportunities or award discretionary bonuses .
Co-Founder PSUs (granted Oct 21, 2024; Class B)
| Tranche | Stock Price Hurdle | Units Scheduled to Vest |
|---|---|---|
| 1 | $140 (6-month trailing VWAP) | 144,788 |
| 2 | $240 (6-month + 90-day trailing VWAP) | 1,032,252 |
| 3 | $340 (6-month + 90-day trailing VWAP) | 1,032,252 |
| 4 | $440 (6-month + 90-day trailing VWAP) | 1,032,252 |
- Vests on/after 180 days post-IPO upon hurdle achievement, generally subject to serving as CEO/co-CEO/President on vest date; unvested PSUs automatically forfeit by Oct 21, 2034 .
- In a Change in Control (CIC), vesting is based on the highest per-share amount paid with linear interpolation; PSUs are not accelerated under the general CIC policy and follow award-specific rules .
- One performance option (170,338 shares) previously tied to a $234.83 price condition was canceled in connection with the PSU grant .
Options and RSUs — Vesting Mechanics
- Option grant (Dec 12, 2024): 25% vests on the first anniversary of IPO completion; remaining 75% vests 1/48th monthly thereafter, subject to continued service .
- Certain RSUs require both service-based vesting and a “liquidity event” condition (satisfied two weeks after final lock-up expiration or upon company sale; with defined exceptions in CIC-related terminations) .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Class B shares) | 8,282,107; 57.4% of Class B; 37.4% of total voting power |
| Shares pledged as collateral | 1,700,000 Class B shares pledged to secure personal indebtedness (RED FLAG) |
| Options exercisable (Class B) | 1,022,029 exercisable within 60 days (sum of 681,353 + 340,676) |
| Options unexercisable (Class B) | 170,338 (Dec 12, 2024 grant) |
| RSUs unearned | 96,393 (market value shown as of 1/31/2025) |
| Co-Founder PSUs unearned | 3,241,544 (market value shown as of 1/31/2025) |
| Anti-hedging/anti-pledging policy | Company policy prohibits hedging and pledging of company securities |
- Alignment: Extremely high insider ownership and multi-tranche PSUs tightly link upside to sustained price levels; pledging undermines alignment and introduces forced-sale risk if collateral calls occur .
Employment Terms
| Provision | Non-CIC Termination | CIC Window Termination (3 months pre–1 year post CIC) |
|---|---|---|
| Severance duration | 12 months base salary (Co-Founders) | Lump sum equal to 12 months base salary |
| Bonus | Prorated target bonus in cash | 100% of target bonus in cash |
| Health benefits | Up to 12 months company-paid continuation | Up to 12 months company-paid continuation |
| Equity acceleration | Not specified (general policy) | Full acceleration of all equity awards (performance awards at greater of target or actual unless award says otherwise) |
| Co-Founder PSUs | Not subject to acceleration under general CIC policy; vest based on highest per-share CIC price, with remaining forfeited; post-termination 6-month eligibility for hurdle achievement under certain separation scenarios |
Board Governance
- Director since 2007; not independent (company states only non-employee directors are independent) .
- Committee memberships: Vahe is not listed as a member of audit, compensation, or nominating committees; those committees are composed of independent directors .
- Board meeting attendance: Board held six meetings in FY ended Jan 31, 2025; each director attended at least 75% of meetings/committees, except William Hsu (Vahe meets ≥75%) .
- Lead Independent Director: Tim Cabral; presides over executive sessions, approves agendas, liaison role .
Director Compensation
- Non-employee directors receive: $35,000 annual retainer; $35,000 for non-executive chair; $20,000 for lead independent; committee chairs/members receive additional fees; equity grants of $400,000 initial RSUs and $200,000 annual RSUs subject to service .
- Vahe serves as an employee director; the program above applies to non-employee directors .
Related Party Transactions
- Levon Kuzoyan (brother) was employed in a non-executive role through Dec 2024; FY2025 cash compensation ~$55,660 and 64 RSUs; company states compensation aligned to comparable roles .
Compensation Committee & Process
- Compensation committee retained Compensia for market analysis and peer group development; committee oversees pay, recovery policy compliance, succession planning for the Co-Founders, and director compensation; held four meetings in FY2025 .
- Clawback policy adopted Dec 2024 per SEC/Nasdaq rules; requires recovery of excess incentive-based compensation in restatement scenarios for the prescribed lookback period .
Financial Performance Trends (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($USD) | N/A* | 467,734,000* | 614,341,000* | 771,878,000 |
| EBITDA ($USD) | N/A* | -171,203,000* | -106,585,000* | -161,252,000* |
Values with asterisks retrieved from S&P Global.
Work History & Qualifications
- Co-founder leadership; President since founding; product and development lead; USC B.A. Neuroscience and B.S. Computer Science .
- Executive officer roster confirms role and age; serves at the discretion of the board .
Risk Indicators & Red Flags
- Shares pledged as collateral (1,700,000 Class B) despite anti-pledging policy — alignment and forced-sale risk in market stress (material governance red flag) .
- Extraordinary performance-based equity grant (3.24M PSUs) with high stock-price hurdles creates binary outcomes; option cancellation/replacement warrants monitoring for repricing/modification risk, though the prior option was canceled with PSU grant .
- High insider voting control via Class B may limit minority shareholder influence .
Compensation Structure Analysis
- 2025 shift to heavily equity-centric mix: stock awards surged to $131.8M from $6.0M YoY due to Co-Founder PSUs, materially increasing at-risk, performance-based exposure .
- Annual bonus framework tied to financial metrics paid above target (120% achievement), indicating strong corporate performance vs internal goals for FY2025 .
- No tax gross-ups disclosed for Vahe; minimal perquisites ($1,200 technology allowance) .
Equity Ownership & Trading Pressure Signals
- Liquidity event vesting condition for certain RSUs ties vesting to lock-up expiration post-IPO; this can concentrate supply around unlock windows (monitor for Form 4 activity and insider plans as periods approach) .
- Large unearned PSU tranches create potential vesting-driven sell windows at sustained price hurdles; options vesting schedule post-IPO anniversary suggests ongoing incremental exercisability (supply management consideration) .
Investment Implications
- Alignment: Multi-tranche PSUs link pay to sustained stock performance; very high insider ownership aligns founder incentives but concentrates control .
- Risks: Pledging of 1.7M shares is a governance and trading risk; sustained negative EBITDA and substantial at-risk equity increase sensitivity to execution and market conditions .
- Retention/Severance: Double-trigger CIC protections (12 months salary, 100% target bonus, equity acceleration except award-specific PSU terms) support retention but could amplify dilution around strategic events .
- Trading signals: Monitor lock-up-related RSU vesting, PSU hurdle windows ($140/$240/$340/$440 VWAP conditions), and any Form 4 activity to gauge potential supply and founder selling pressure .