SEC Form DEF 14A filed by Braze Inc.

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

Dear Stockholders:

Our 2025 fiscal year marked another strong year for Braze, and I am incredibly proud of our team’s continued execution. In particular, our team grew revenue 26% for the 2025 fiscal year while continuing to drive strong operating leverage, ending the year with three straight quarters of non-GAAP net income profitability. We also continued to strengthen our leadership position in the evolving category of customer engagement, helping brands grow their businesses by more deeply understanding their customers and delivering brilliant, meaningful experiences to them at scale.

This past year was a critical one in the evolution of customer engagement, with innovations in first party data and agentic AI greatly advancing marketers’ ability to deliver relevant, 1:1 experiences at scale. For the past decade, Braze has shaped not just the category but also the craft of customer engagement, which is a multi-faceted pursuit that accompanies and engages the customer across their entire journey with a brand's product, service, and promise. It starts with brands embracing their role as a steward of customer relationships, leveraging first-party data to elucidate the moments that matter most for customers. Marketers then use these insights to create relevant, memorable messaging and product experiences, both delivering value to the consumer and accruing it to their business in the form of stronger customer relationships, heightened engagement, and greater revenue opportunities. In the past year especially, advancements to composable data infrastructure have made it easier, more secure, and more cost efficient to unify and activate data. In parallel, as brands across all industries, geographies, and sizes invest in more ways to directly engage consumers digitally, they also are developing new opportunities to collect first party insights and leverage them in real-time. These investments in first party data and direct-to-consumer products are the foundation that allows customer engagement teams to take advantage of frontier technology such as modern reinforcement learning—a type of machine learning in which an agent learns to make decisions in a dynamic environment to maximize a specific outcome—to deliver experimentation and personalization at a scale unachievable by humans alone. Much like the global adoption of mobile fueled Braze's growth in our first decade, these widespread investments to directly understand and communicate with customers is the generational change that will continue blowing wind into our sails for years to come.

Our investments in the Braze Data Platform, our planned native optimization agent Project Catalyst, and our recent announcement that we’ve entered into a definitive agreement to acquire OfferFit, Inc., an AI decisioning company, build on top of our native real-time, cross-channel platform and uniquely allow brands to take advantage of these frontier technologies to transform their customer relationships and deliver mutual value to both consumers and their business. This allows us to offer a full spectrum of solutions across the reinforcement learning spectrum, ranging from focused optimizations that can be rapidly deployed; to more configurable self-learning automated decision making systems; and all the way up to highly flexible and maximally optimized custom model deployments – meeting the expansive needs of our diverse and ever evolving customer base.

As we continue to push the frontier of customer engagement technology forward, we aim to further elevate the role that marketing and customer engagement teams play in conducting and enhancing the relationship each consumer has with the brands they love. By combining the accelerating capabilities of reinforcement learning and generative AI, we believe that marketers can ascend to a strategic conductor role in their business, responsible for prioritizing and driving strategic business goals as brands continue to unlock new opportunities for growth on the back of their increasing investments in first party data and direct-to-consumer relationships. As their technology ecosystem expands, marketers can increasingly leverage a multitude of consumer interfaces, including both traditional push-based marketing channels as well as experiences delivered directly in-product or via mobile apps, websites,

kiosks, connected devices, interactive consumer chat applications, support systems, loyalty programs, and more. This evolution means customer engagement teams must further develop and utilize increasingly diverse skill sets to deliver on innovative strategies that drive competitive edge by combining bold creativity, data-driven optimization, and an agile, experimental approach, all with the consumer experience at the center.

We believe that Braze is an integral part of delivering on this potential for any brand, and we take pride in helping brands across a broad set of industry verticals, geographies, and company sizes assess where they are today and confidently guide them towards where they want to be. At Braze, we understand that the craft of customer engagement doesn't just drive leads: it builds enduring and valuable relationships. And because excellence in customer engagement requires a data-driven, tech enabled embrace of interdisciplinary collaboration, we are well positioned to help brands amplify outcomes, harness the full potential of artificial intelligence, and drive evolution in business strategies over time.

Accordingly, we are investing in Braze's product roadmap and our customer community in order to become the default platform for customer engagement professionals. This represents our dual commitment to further scaling and diversifying our customer base, while also remaining at the forefront of our industry so that it is continuously true that there has never been a better time to be a better marketer.

On behalf of the Braze board of directors and our global team, I would like to thank all of you for investing in our shared future and continuing to recognize the differentiated value that Braze brings. As the customer engagement category continues to grow and mature, we remain committed to creating long-lasting value for businesses of all kinds. We are excited for the opportunities ahead and strive to deliver strong results for our communities, customers and you, our stockholders.

At this time, I am pleased to invite you to attend the Braze Annual Meeting of Stockholders to be held on Thursday, June 26, 2025, at 2:00 p.m. Eastern Time. Our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. By hosting our meeting virtually, we are able to expand access, improve communication and lower costs. This approach also enables participation from our global community and aligns with our broader sustainability goals.

Your vote is very important. Whether you plan to participate in our annual meeting or not, please be sure to vote. Voting instructions can be found on page 4 of the proxy statement.

On behalf of our board of directors and the management team, thank you for your ongoing support of and continued interest in Braze.

Cheers,

Bill

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Braze, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast available at www.virtualshareholdermeeting.com/BRZE2025, originating from New York, New York, on Thursday, June 26, 2025, at 2:00 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the Annual Meeting. Further, we believe the virtual meeting format also enables participation from our global community and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. In order to attend, you must log in prior to the start of the meeting using the control number included in your Notice of Internet Availability, voting instruction form or in the instructions that you received via email. We recommend that you log in approximately 15 minutes before 2:00 p.m., Eastern Time, on June 26, 2025, to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice of Internet Availability.

You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/BRZE2025 and logging in prior to the start of the meeting using the control number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement.

The record date for the Annual Meeting is April 28, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 26, 2025. This Proxy Statement and the Company’s Annual Report on Form 10-K for the 2025 fiscal year are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about May 15, 2025, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and Annual Report on Form 10-K for the 2025 fiscal year online, as well as instructions on how to obtain printed copies of these materials by mail.

New York, New York

May 15, 2025

 

Dear Stockholder:

Our board of directors is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Braze, Inc., a Delaware corporation, to be held virtually, via live webcast available at www.virtualshareholdermeeting.com/BRZE2025, originating from New York, New York, on Thursday, June 26, 2025, at 2:00 p.m., Eastern Time, and any adjournment or postponement thereof. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the Annual Meeting. Further, we believe the virtual meeting format also enables participation from our global community and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (the “Annual Report”), to our stockholders primarily via the internet. On or about May 15, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or by email by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our Annual Meeting.

Only stockholders of record at the close of business on April 28, 2025 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 91,844,313 shares of our Class A common stock and 13,022,634 shares of our Class B common stock and entitled to vote (together, the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B common stock. A list of stockholders entitled to vote at the Annual Meeting will be available for examination for ten days before the Annual Meeting by emailing us at [email protected]. For instructions on how to attend the Annual Meeting, please see the instructions at www.virtualshareholdermeeting.com/BRZE2025 and on page 2 of this proxy statement.

In this proxy statement, we refer to Braze, Inc. as “Braze,” “the company,” “we” or “us” and the board of directors of Braze as “our board of directors.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2025, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by emailing [email protected].

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about May 15, 2025 to all stockholders of record entitled to vote at the Annual Meeting.

We will be hosting the Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/BRZE2025. The Annual Meeting will start at 2:00 p.m., Eastern Time, on Thursday, June 26, 2025. Stockholders attending the Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

In order to attend, you must log-in at www.virtualshareholdermeeting.com/BRZE2025 prior to the start of the Annual Meeting using your control number. Your control number is included in the Notice, and, if you are a stockholder of record, on your proxy card, or, if you hold your common shares in “street name,” in your voting instruction card and voting instructions received from your broker, bank or other agent. Instructions on how to attend and participate online are available at www.proxyvote.com. We recommend that you log in approximately 15 minutes before 2:00 p.m., Eastern Time, on June 26, 2025, to ensure you are logged in when the Annual Meeting starts. The virtual meeting room will open 15 minutes before the start of the Annual Meeting.

If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/BRZE2025 using your control number, type your question into the “Ask a Question” field, and click “Submit.”

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that is available online at www.virtualshareholdermeeting.com/BRZE2025.

A list of our record stockholders as of the close of business on the Record Date will be made available to stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/BRZE2025. In addition, for the ten days prior to the Annual Meeting, the list will be available for examination by any stockholder of record for a legally valid purpose by emailing us at [email protected].

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 91,844,313 shares of Class A common stock outstanding and entitled to vote (representing an aggregate of 91,844,313 votes) and 13,022,634 shares of Class B common stock outstanding and entitled to vote (representing an aggregate of 130,226,340 votes).

Each holder of shares of our Class A common stock will have one vote per share of Class A common stock held as of the Record Date, and each holder of shares of our Class B common stock will have ten votes per share of Class B common stock held as of the Record Date. The holders of the shares of our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited.

There are three matters scheduled for a vote:

Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone, using a printed proxy card or online during the Annual Meeting.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

If you are a stockholder of record and do not vote through the internet, by telephone, by completing the proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our board of directors: “FOR” the election of each of the two nominees for director; “FOR” the advisory approval of the compensation of our named executive officers, and

“FOR” the ratification of the selection of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may vote your shares on Proposal 3. Your broker or nominee, however, may not vote your shares on Proposals 1 or 2 without your instructions. Such an event would result in a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. Please instruct your bank, broker or other agent to ensure that your vote will be counted.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

Your most current proxy card or telephone or internet proxy is the one that is counted.

Votes will be counted by the inspector of election appointed for the Annual Meeting. For Proposal 1, you may vote “FOR” all of the nominees or you may “WITHHOLD” your vote with respect to one or more of the nominees. For Proposal 2, you may vote “FOR,” “AGAINST” or you may abstain from voting. For Proposal 3, you may vote “FOR,” “AGAINST” or you may abstain from voting. Broker non-votes will have no effect and will not be counted towards the vote total for Proposals 1 or 2.

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of common stock entitled to vote are present at the Annual Meeting by virtual attendance or represented by proxy. On the Record Date, there were 91,844,313 shares of Class A common stock and 13,022,634 shares of Class B common stock outstanding and entitled to vote, representing, together, an aggregate of 222,070,653 votes.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the voting power of shares present at the Annual Meeting or represented by proxy and entitled to vote thereat may adjourn the Annual Meeting to another date.

Voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to such Form 8-K to publish the final results.

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

To be considered for inclusion in next year’s proxy materials, proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be submitted in writing by January 15, 2026 to our Corporate Secretary at 63 Madison Building, 28 E. 28^th St. 12^th Floor, New York, New York 10016, Attention: Secretary.

Pursuant to our amended and restated bylaws, if you wish to submit a proposal (including a director nomination) at the 2026 Annual Meeting of Stockholders outside of Rule 14a-8 under the Exchange Act, you must do so not later than the close of business on March 28, 2026, nor earlier than the close of business on February 26, 2026. However, if the date of our 2026 Annual Meeting of Stockholders is not held between May 27, 2026 and July 26, 2026, to be timely, notice by the stockholder must be received (A) not earlier than the close of business on the 120^th day prior to the 2026 Annual Meeting of Stockholders and (B) not later than the close of business on the later of the 90^th day prior to the 2026 Annual Meeting of Stockholders or the tenth day following the day on which public announcement of the date of the 2026 Annual Meeting of Stockholders is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Our board of directors currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election.

Our directors are divided into the three classes as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Braze.

Each of Messrs. Fernandez and Machado is currently a member of our board of directors and has been nominated for reelection to serve as a Class I director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2028 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our board of directors or the board of directors may reduce its size.

Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the board’s overall composition, with the goal of recruiting members who possess relevant expertise and experience upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of Braze, demonstrate excellence in his or her field, have the ability to exercise sound business judgment, have experience as a board member or executive officer of another publicly held company, and have the commitment to rigorously represent the long-term interests of our stockholders. To provide a mix of experience and perspective on the board, the committee also takes into account diversity (including diversity of gender, ethnic background and country of origin), skills and such other factors that it deems appropriate to maintain a balance of knowledge, experience and capability on the board. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

EACH CLASS I DIRECTOR NOMINEE NAMED ABOVE

Our board of directors currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election.

The following table sets forth, for the Class I nominees and our other directors who will continue in office after the Annual Meeting, their ages and positions or office held with us as of April 28, 2025:

Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

Phillip Fernandez has served as a member of our board of directors since May 2019. In 2016, he retired from Marketo, Inc., a marketing software company, where he served as Chairman and Chief Executive Officer, since co-founding the company in 2006. Prior to founding Marketo, Mr. Fernandez was President and Chief Operating Officer of Epiphany, Inc., a marketing software company, and before that, was Chief Operating Officer of Red Brick Systems Inc., a relational database software company. Mr. Fernandez received his B.A. in History from Stanford University. We believe Mr. Fernandez is qualified to serve as a member of our board of directors because of his more than 40 years of experience in the technology field and his prior service as a public company director and executive.

Fernando Machado has served as a member of our board of directors since April 2023. Mr. Machado is currently an operating partner at Garnett Station Partners, LLC, an investment firm, where he has served at since October 2023 Prior to that, Mr. Machado was the Chief Marketing Officer of The NotCompany, Inc., a food-tech company, from April 2023 to November 2023, where he now serves as an advisor to their board. Prior to that, Mr. Machado held Chief Marketing Officer positions at a number of other companies, including Activision Blizzard, Inc., a video game company, where he served from April 2021 to April 2023, Restaurant Brands International Inc., a fast food company, where he served from January 2020 to April 2021, and Burger King Corp., a fast food company, where he served as Global Chief Marketing Officer from October 2017 to January 2020. Mr. Machado holds an M.B.A. from INSEAD (France) and a B.A. in Mechanical Engineering from UNICAMP (Brazil). We believe that Mr. Machado is qualified to serve as a member of our board of directors because of his marketing expertise, management experience and extensive experience in the marketing industry.

Neeraj Agrawal has served as a member of our board of directors since April 2016. He is a General Partner of Battery Ventures, a venture capital firm, where he has worked since August 2000. Mr. Agrawal has served as a director of Sprinklr, Inc. since August 2011, and he was previously a member of the boards of directors of Amplitude, Inc., Bazaarvoice, Inc., Coupa Software Incorporated, Marketo, Inc., and Wayfair, Inc. Mr. Agrawal received his M.B.A. from the Harvard Business School and his B.S. in Computer Science from Cornell University. We believe Mr. Agrawal is qualified to serve as a member of our board of directors based on his extensive business experience in the software and web services industries, his experience in venture capital and his service as a director of various public and private companies.

Yvonne Wassenaar has served as a member of our board of directors since June 2024. She served as chief executive officer of Puppet, Inc., an information technology automation software company, from January 2019 to May 2022. Ms. Wassenaar currently serves on the board of directors of Arista Networks, Inc., a public cloud networking company, JFrog Ltd., a public software supply chain platform provider, and Rubrik, Inc,, a public zero trust data management company. Ms. Wassenaar previously served on the boards of directors of Anaplan, Inc., a public cloud-based business planning software company acquired by Thoma Bravo, LLC, Forrester Research, Inc., a public research and advisory company, and Mulesoft, Inc., a public enterprise software company acquired by Salesforce, Inc. Ms. Wassenaar holds a Bachelor of Arts in Economics with a specialization in computing from the University of California, Los Angeles and a Master of Business Administration from the UCLA Anderson School of Business. We believe that Ms. Wassenaar is qualified to serve as a member of our board of directors because of her extensive experience in the technology industry and her experience as a public company director.

Tara Walpert Levy has served as a member of our board of directors since January 2020. Ms. Levy is the Vice President, Americas for YouTube, an entertainment technology company, a position she has held since November 2021. Prior to joining YouTube, Ms. Levy served as the Vice President of Agency and Brand Solutions for Google, Inc., a commercial and consumer technologies company, a position she held from April 2017 to November 2021. Ms. Levy also served as Vice President of Agency Solutions for Google from October 2014 to March 2017. Ms. Levy has served as a director of Bloomin’ Brands, Inc. since July 2013. She was previously the Chair of the Board of Directors of the American Advertising Federation and the Chair of the Board of Directors of the Ad Council. Ms. Levy received her M.B.A. and B.A. from Harvard University. We believe that Ms. Levy is qualified to serve as a member of our board of directors because of her extensive experience in the technology industry and her experience as a public company director.

William Magnuson has served as our Chief Executive Officer since January 2017 and as a member of our board of directors since August 2014. He previously served as our Chief Technology Officer from July 2011 to December 2016. Mr. Magnuson received his Masters of Engineering (MEng) and B.S. from the Massachusetts Institute of Technology. We believe that Mr. Magnuson is qualified to serve as a member of our board of directors based on his experience building and leading our business and his insight into corporate matters as our Chief Executive Officer.

David Obstler has served as a member of our board of directors since May 2021. Mr. Obstler is the Chief Financial Officer of Datadog, Inc., a position he has held since November 2018. Prior to that, Mr. Obstler held Chief Financial Officer positions at a number of other companies, including TravelClick, Inc., a hospitality technology company, where he served from September 2014 to October 2018; OpenLink Financial LLC, a financial services software provider, where he served from November 2012 to July 2014; MSCI Inc., a financial index and investment management software company, where he served from June 2010 to September 2012; and Risk Metrics Group, Inc., a risk management and corporate governance service provider, where he served from January 2005 to June 2010. Earlier in his career, Mr. Obstler held various investment banking positions at J.P. Morgan, Lehman Brothers and Goldman Sachs. Mr. Obstler received his M.B.A. from Harvard Business School and his B.A. from Yale University. We believe that Mr. Obstler is qualified to serve as a member of our board of directors because of his financial expertise, management experience and extensive experience in the technology industry.

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of the information provided by each director concerning his or her background, employment and other affiliations, relevant identified transactions and relationships between such director, and any of his or her family members, and Braze, our senior management and our independent auditors, if any, our board of directors has affirmatively determined that the following six directors are independent directors within the meaning of the applicable Nasdaq listing standards: Mses. Levy and Wassenaar and Messrs. Agrawal, Fernandez, Machado and Obstler. In making those independence determinations, our board of directors took into account certain relationships and transactions that occurred in the ordinary course of business between Braze and entities with which some of our directors are or have been affiliated. Mr. Magnuson is not independent due to his position as our Chief Executive Officer.

Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our board of directors considered the applicable Nasdaq rules and the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our capital stock.

Our board of directors is currently chaired by our Chief Executive Officer, Mr. Magnuson. Our board of directors has also appointed Mr. Fernandez as Lead Independent Director.

Our corporate governance guidelines specify that our board of directors will select our Chief Executive Officer and Chairperson of our board of directors in the manner that it determines to be in the best interests of our stockholders and in accordance with our amended and restated certificate of incorporation, our amended and restated bylaws, as each may be amended and restated from time to time, and any stockholder agreements, if any are then in effect. We do not believe there should be a fixed rule regarding the positions of Chief Executive Officer and Chairperson being held by different individuals, or whether the Chairperson should be an employee of the company or should be elected from among our non-employee directors. Our needs and the individuals available to assume these roles may require different outcomes at different times, and our board of directors believes that retaining flexibility in these decisions is in the best interests of our company. Our nominating and corporate governance committee periodically reviews this matter and has recommended, and our board of directors has determined, that the roles of Chief Executive Officer and Chairperson of our board of directors should be vested in the same person and that a Lead Independent Director shall be separately designated at this time.

We believe that our current practice of combining the positions of Chief Executive Officer and Chairperson helps to ensure that the board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Chairperson at this time has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Chairperson provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer/Chairperson is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. We also believe that it is advantageous to have a Chairperson with an extensive history with and knowledge of our company (as is the case with our Chief Executive Officer) as compared to a relatively less informed independent Chairperson.

Our corporate governance guidelines provide that one of our independent directors may serve as the Lead Independent Director at any time that we do not have an independent chair of the board of directors. The Lead Independent Director’s duties include: (i) presiding at all meetings of our board of directors at which the Chairperson is not present, including executive sessions of the independent directors; (ii) acting as liaison between the independent directors and our Chief Executive Officer and Chairperson; (iii) presiding over meetings of the

independent directors; (iv) consulting with the Chairperson in planning and setting schedules and agendas for our board of director meetings; and (v) performing such other functions as our board of directors may delegate.

One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for our company. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. Our board of directors and its committees consider specific risk topics, including risks associated with our strategic plan, business operations, capital structure, information technology, data privacy and cyber security. It is the responsibility of each committee chair to report findings regarding material risk exposures to our board of directors as quickly as possible.

Our audit committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our guidelines and policies with respect to financial risk management and financial risk assessment, including our major financial risk exposures and the steps taken by management to monitor and control these exposures. Areas of focus for the audit committee include our policies and other matters relating to our investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of our privacy and information security policies and practices and the internal controls regarding privacy and information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks. Our management also regularly reports to our audit committee on management’s assessment, mitigation efforts and processes related to our key business risks, including but not limited to finance, privacy, product and technology, information security (including cyber security and back-up of information systems), competition and legal compliance. Our compensation committee assesses and monitors whether any of our compensation policies and programs are reasonably likely to have a material adverse effect on us, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices, and policies. Our nominating and corporate governance committee monitors the adequacy of our environmental and social practices, corporate governance and reporting. Each committee then reports to our board of directors on these matters as it deems appropriate.

In connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. In addition, our board of directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. While our board of directors and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to our board of directors and its committees on such matters.

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met four times during the fiscal year ended January 31, 2025. With respect to the committees of our board of directors, the audit committee met five times during the fiscal year ended January 31, 2025, the compensation committee met five times during the fiscal year ended January 31, 2025, and the nominating and corporate governance committee met three times during the fiscal year ended January 31, 2025. During the fiscal year ended January 31, 2025, each director attended 75% or more of the aggregate meetings of our board of directors and of the committees on which he or she served. We encourage our directors and nominees for director to attend our Annual Meeting.

Our board of directors has established a standing audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Our board of directors has adopted a written charter for each of our committees, which are available to stockholders on our investor relations website at investors.braze.com.

The following table provides membership information for each of the standing committees of our board of directors from February 1, 2024 through June 3, 2024:

On June 3, 2024, Mr. Pepper resigned from our board of directors, and Ms. Wassenaar was appointed by our board of directors to fill the vacancy created by such resignation. The following table provides membership information for each of the standing committees of our board of directors from June 3, 2024 through the date of this proxy statement:

Our board of directors has determined that each member of each standing committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

Below is a description of each standing committee of our board of directors:

From February 1, 2024 until June 3, 2024, our audit committee consisted of Mr. Obstler, Mr. Agrawal and Mr. Pepper. For the remainder of our fiscal year ended January 31, 2025, our audit committee consisted of Mr. Obstler, Mr. Fernandez and Ms. Wassenaar. Our board of directors has determined that each member of our audit committee satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit committee is Mr. Obstler, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The principal duties and responsibilities of our audit committee include, among other things:

We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2025 with management of the company. The audit committee has also reviewed and discussed with Ernst & Young LLP, the company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB and the SEC regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with Ernst & Young LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, and be filed with the SEC.

David Obstler, Chair

Phillip Fernandez (Audit Committee Member)

Yvonne Wassenaar (Audit Committee Member)

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

For the fiscal year ended January 31, 2025, our compensation committee consisted of Messrs. Fernandez and Machado and Ms. Levy. The chair of our compensation committee is Mr. Fernandez. Our board of directors has determined that each member of our compensation committee is independent under the listing standards of the Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The principal duties and responsibilities of our compensation committee include, among other things:

We believe that the composition and functioning of our compensation committee complies with all applicable SEC and Nasdaq rules and regulations.

The compensation committee generally meets quarterly and with greater frequency if necessary. The compensation committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the Chairperson of the compensation committee, in consultation with management. The compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his compensation.

The charter of the compensation committee grants the compensation committee full access to all books, records, facilities and personnel of Braze. In addition, under the charter, the compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. The compensation committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the compensation committee. In particular, the compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation committee is also responsible for assessing the independence of any consultant in accordance with the requirements of Nasdaq.

During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq that bear upon the adviser’s independence, the compensation committee engaged Compensia, Inc. (“Compensia”) as its compensation consultant. The compensation committee has analyzed whether the work of Compensia, as compensation consultant, raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Compensia did not perform any work for us in our 2025 fiscal year, other than in respect of executive officer, senior leadership and director compensation. Based on its analysis, the compensation committee has determined that the work of Compensia, and the individual compensation advisors employed by Compensia do not create any conflict of interest pursuant to the SEC rules and the listing standard of Nasdaq. The compensation committee requested that Compensia:

As part of its engagement, Compensia was requested by the compensation committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Compensia ultimately developed recommendations that were presented to the compensation committee for its consideration.

Generally, the compensation committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the committee by our Chief Executive Officer. The evaluation of our Chief Executive Officer’s performance is conducted by the compensation committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial results and projections, reported achievement of company targets and goals, operational data, executive and director stock ownership information, company stock performance data, analyses of historical and current executive compensation levels, reports of industry compensation trends, current company-wide compensation levels and recommendations of the compensation committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

No member of our compensation committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

For the fiscal year ended January 31, 2025, our nominating and corporate governance committee consisted of Ms. Levy and Mr. Agrawal. The chair of our nominating and corporate governance committee is Ms. Levy. Our board of directors has determined that each member of our nominating and corporate governance committee is independent under the listing standards of the Nasdaq.

Specific responsibilities of our nominating and corporate governance committee include:

We believe that the functioning of our nominating and corporate governance committee complies with all applicable SEC and Nasdaq rules and regulations.

In recommending candidates to the board of directors, the nominating and corporate governance committee considers such factors as: (i) possessing relevant expertise and experience upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to the affairs of the company; (iii) demonstrating excellence in his or her field; (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; (vi) within our board of directors as a whole, whether there is a diversity of personal backgrounds, perspectives and experiences; and (vii) having the commitment to rigorously

represent the long-term interests of our stockholders. These qualifications may be modified from time to time. Candidates for director nominees are reviewed in the context of the current composition of the board of directors, the operating requirements of Braze and the long-term interests of our stockholders. In conducting this assessment, the nominating and corporate governance committee typically considers diversity (including gender, ethnic background and country of origin), age, skills and such other factors as it deems appropriate, given the needs of the board of directors and our business, to maintain a balance of knowledge, experience and capability on the board.

In the case of an incumbent director whose term of office is set to expire, the nominating and corporate governance committee reviews such director’s overall service to Braze during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. In the case of new director candidates, our nominating and corporate governance committee also evaluates whether the nominee is independent for Nasdaq purposes, based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee(s) for recommendation to our board of directors.

From time to time, the nominating and corporate governance committee, in its discretion, may recommend to our board of directors changes to the criteria for membership on our board. If such changes are adopted by our board of directors, the nominating and corporate governance committee will evaluate, and make recommendations to the board of directors regarding, existing members according to the new criteria. Based on these recommendations, the board of directors may ask a director who no longer meets the complete criteria for board membership to adjust his or her committee assignments, not stand for re-election at Braze’s annual meeting of stockholders or resign from our board of directors.

Our nominating and corporate governance committee will consider stockholder recommendations of director candidates, so long as they comply with applicable law and our amended and restated bylaws, which procedures are summarized below, and will review the qualifications of any such candidate in accordance with the criteria described in the two preceding paragraphs. Stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors should do so by delivering a written recommendation to our nominating and corporate governance committee at 63 Madison Building, 28 E. 28^th St., 12^th Floor, New York, New York 10016, Attention: Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s annual meeting of stockholders.

Each submission must include, among other things, the name, age, business address and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock and related investment intent for such capital stock (including a list of any pledge of or encumbrances on such shares), a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such proposed candidate on the one hand, and any proponent of such proposed candidate, a description of the proposed candidate’s business experience for at least the last five years, a description of the proposed candidate’s qualifications as a director and all other information concerning such proposed candidate as would be required to be disclosed in a proxy statement soliciting proxies for the election of such proposed candidate as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected and a completed director questionnaire regarding the matters described in our bylaws. We may also require any proposed nominee to furnish such other information as is reasonably required to determine the eligibility of such proposed nominee to serve as an independent director under applicable Nasdaq requirements or applicable law. Additionally, pursuant to our corporate governance guidelines, each potential candidate must provide a list of references and agree (i) to be interviewed by members of our nominating and corporate governance committee or other directors in the discretion of the nominating and corporate governance committee, and (ii) to a background check or other review of the qualifications of such proposed candidate by Braze. Prior to nomination of any potential candidate by our board of directors, each member of the board will have an opportunity to meet with the proposed candidate. Upon request, any candidate nominated will agree in writing to comply with our corporate governance guidelines, our code of business conduct and ethics and all other policies and procedures of Braze applicable to our board of directors.

If, rather than submitting a candidate to the nominating and corporate governance committee for consideration, you wish to formally nominate a director pursuant to proxy materials that you will prepare and file with the SEC, please see the deadline described in “When are stockholder proposals and director nominations due for next year’s annual meeting?” above and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our webcasts for quarterly earnings releases are open to all. These webcasts are available in real time and are archived on our website for a period of time.

Stockholders of Braze wishing to communicate with our board of directors or an individual director may do so by sending a written communication to the board of directors or such director c/o 63 Madison Building, 28 E. 28^th St., 12^th Floor, New York, New York 10016, Attn: Secretary. The Secretary will review each communication and will forward such communication to the board of directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

We have adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Conduct is posted on our website at www.braze.com. We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Conduct. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Notice and related proxy materials, and you should not consider information on our website to be part of this Notice and related proxy materials.

Our board of directors has adopted an insider trading policy, which prohibits hedging or monetization transactions with respect to our common stock by our employees, directors and their affiliates, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy generally prohibits trading in derivative securities related to our common stock, which include publicly traded call and put options and engaging in short selling of our common stock. Furthermore, our insider trading policy prohibits purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan, except in limited circumstances pre-approved by our board of directors or our nominating and corporate governance committee.

The following table sets forth, for our executive officers, their ages and positions held with us as of April 28, 2025:

Biographical information for William Magnuson is included above with the director biographies under the caption “Information Regarding Director Nominees and Current Directors.”

Isabelle Winkles has served as our Chief Financial Officer since January 2020. Prior to joining us, Ms. Winkles served in various roles, including Vice President, Finance of Cognizant Technologies Solutions Corp., a professional services company, from April 2018 to January 2020 and Managing Director of Morgan Stanley & Co., an investment bank, from January 2016 to April 2018. Ms. Winkles received her M.B.A. from Harvard University and her B.S. from the Massachusetts Institute of Technology.

Jonathan Hyman has served as our Chief Technology Officer since December 2016. He previously served as our Chief Information Officer from July 2011 to December 2016. Mr. Hyman received his A.B. in computer science from Harvard College.

Myles Kleeger has served as our President since December 2016 and our Chief Commercial Officer since January 2023. He previously served as our Chief Customer Officer from January 2018 until January 2023 and our Chief Revenue Officer from December 2014 to January 2018. Mr. Kleeger received his M.B.A. from New York University and his B.A. from Duke University.

Astha Malik has served as our Chief Business Officer since June 2023. She previously served as our Chief Marketing Officer from June 2022 to June 2023. Prior to Braze, she served as Chief Operating Officer of VTEX, a digital commerce company, from May 2021 to June 2022. Prior to VTEX, Ms. Malik served multiple roles at ZenDesk, a customer service software company, including as the Global Vice President of Go-to- Market Strategy from April 2019 to May 2021 and as the Global Vice President of Platform and Product Marketing from February 2017 to April 2019. Ms. Malik received her Bachelor of Commerce degree in Business from Delhi University and her M.S. from Florida International University, Chapman School of Business.

Susan Wiseman has served as our General Counsel and Secretary since January 2016. She previously served as Managing Counsel, Commercial at Salesforce.com, Inc., a customer relationship management technology company, from August 2012 to December 2015. Ms. Wiseman received her J.D. from New York University School of Law and her B.S. from Northwestern University.

This Compensation Discussion and Analysis section discusses our executive compensation policies and how and why our compensation committee arrived at specific compensation decisions for our 2025 fiscal year for the individuals who served as our principal executive officer, our principal financial officer and our three other most highly compensated executive officers as of January 31, 2025, collectively referred to as our “named executive officers”:

Braze is a leading comprehensive Customer Engagement platform that powers customer-centric interactions between consumers and brands. Customer Engagement is an emerging category of business activity and software which we define as the full set of activities that companies use to build and maintain direct, meaningful relationships with their customers. Our platform empowers brands to listen to their customers better, understand them more deeply, and act on that understanding in a way that is human and personal. As of January 31, 2025, 2,296 customers around the world trusted Braze to power their cross-channel Customer Engagement strategies, and our platform enabled interactions with 7.2 billion monthly active users via our customers’ apps, websites, and other digital interfaces.

Our compensation program for our named executive officers reflects our overarching philosophy of pay-for-performance. Highlights of our 2025 fiscal year executive compensation program include:

In March 2025, our compensation committee conducted its annual, comprehensive review of the compensation plans applicable to our named executive officers with support from Compensia, our compensation committee’s independent consultant. This review focused on continuing to further align our plans with our compensation and business objectives and to reflect best practices in our competitive market. Based on this review in March 2025, our compensation committee approved the following new features for our compensation programs for our 2026 fiscal year:

Our compensation committee will continue to review our executive compensation plans, procedures and approach annually to ensure ongoing alignment with our compensation philosophy and objectives over time.

Our compensation program aims to achieve the following main objectives:

Our executive compensation program generally consists of the following three principal components: base salary, performance-based cash bonus and long-term equity incentive compensation. We also provide our named executive officers with benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in employee benefit plans. The below chart summarizes the three main elements of our executive compensation, their purpose and key features.

Our executive compensation philosophy is to provide a market-competitive compensation package to our named executive officers that includes significant short- and long-term incentives designed to achieve measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.

In fiscal year 2025, the long-term incentives for our named executive officers were awarded in the form of RSUs. We believe that RSUs align the interests of employees with stockholders and provide a long-term focus through a multi-year vesting schedule, while managing dilution to existing investors.

To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and short-term incentives in the form of annual performance-based cash bonus payments, resulting in total cash compensation for our named executive officers that is aligned with market practices in our competitive markets.

We do not have any formal policies for allocating compensation among salary, short-term cash incentives, equity grants or other forms of short-term or long-term incentive compensation. Instead, our compensation committee uses its judgment, with appropriate support from management and the compensation committee’s independent compensation consultant, Compensia, to establish a total compensation mix for our named executive officers that is designed to achieve the goals of our executive compensation philosophy and to incentivize achievement of our corporate goals and objectives. Accordingly, we have historically structured our named executive officers’ total compensation towards annual performance-based cash bonus payments and long-term equity awards in order to align our management’s incentives with the interests of our stockholders and towards achievement of corporate goals and objectives.

During our 2025 fiscal year, the compensation committee, with the assistance of Compensia, reviewed our executive compensation, including base salaries, performance-based cash bonuses and outstanding equity awards, to confirm the continued alignment of our compensation program with stockholder interests and to appropriately reward, retain and incentivize our named executive officers.

The important features of our executive compensation program include the following:

At our 2024 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “say-on-pay” vote). Our stockholders approved the say-on-pay proposal with over 98% of the votes cast in favor of the proposal. The compensation committee considered the result and believes that it demonstrates that our stockholders are highly supportive of our executive compensation program. As a result, the compensation committee did not make changes to our compensation program for fiscal year 2025 based on our say-on-pay vote.

The compensation committee is appointed by our board of directors and oversees our compensation policies, plans and programs with the goal of attracting, incentivizing, retaining and rewarding top-quality executive management and employees. The compensation committee is responsible for reviewing and determining all compensation paid to our named executive officers and also reviewing our compensation practices and policies as they relate to risk management and risk-taking incentives. Our compensation committee consists solely of independent members of the board.

The compensation committee meets at least quarterly and with greater frequency if necessary throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance-based cash bonus and equity awards) for our named executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our compensation committee determines appropriate.

In fulfilling its responsibilities, the compensation committee considers input, as appropriate, from management. The Chief Executive Officer evaluates and provides to the compensation committee performance assessments and compensation recommendations with respect to each of our named executive officers, other than himself. In developing his recommendations, the Chief Executive Officer takes into account market data provided by Compensia. While the Chief Executive Officer discusses his recommendations with the compensation committee, he is not present during and does not participate in the deliberations concerning, or the determination of, his own performance and compensation. From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited by the compensation committee to make presentations, provide financial or other background information or advice or otherwise participate in the compensation committee meetings.

The compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation committee directly engaged Compensia as its independent compensation consultant for our 2025 fiscal year. Compensia’s engagement included:

The compensation committee has analyzed whether the work of Compensia as our compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, the compensation committee has determined that the work of Compensia, and the individual compensation advisors employed by Compensia do not create any conflict of interest pursuant to the SEC rules and the listing standards of Nasdaq.

The compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the compensation committee approved a proposed peer group list of publicly traded companies, which was developed by Compensia to be used in connection with assessing our compensation practices.

This peer group represents a group of public companies that are reasonably comparable to Braze in terms of maturity, industry, market capitalization and financial characteristics to provide the compensation committee and management with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to Braze. In determining the peer group, Compensia considered whether a company was (i) U.S.-headquartered; (ii) a data-focused software company, with a preference for customer-brand engagement/analytics platforms; (iii) a company with annual revenue within a range of $190 million to $760 million; and (iv) a company with a market capitalization within a range of $1.4 billion to $12.6 billion. Additionally, Compensia considered whether the company had high revenue growth rates and reviewed initial public offering dates to avoid a concentration of newly public companies with limited disclosure of public company compensation practices.

Our peer group with respect to our 2025 fiscal year was as follows:

The compensation committee reviews our peer group with input from Compensia at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For the 2025 fiscal year, we added HashiCorp to our peer group and removed Rapid7 and Zoominfo Technologies from our peer group, because these companies did not satisfy the criteria identified above.

Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the compensation committee’s determinations regarding executive compensation for our 2025 fiscal year.

Compensia prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, vested and unvested equity compensation (valued based both on an approximation of grant date fair value as well as ownership percentage and for potential retentive value over time), total target cash compensation (base salary and the annual target performance cash bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of the named executive officers. While the compensation committee does not have a formal policy for target pay to fall at any particular percentile of the market data, it reviewed market data comparisons as helpful reference points in making compensation decisions. Market data is only one of the factors that the compensation committee considers in making compensation decisions. The compensation committee also considers other factors as described below under “Factors Used in Determining Executive Compensation.”

The compensation committee sets the compensation of our named executive officers at levels determined to be competitive and appropriate for each named executive officer, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach. The compensation committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the compensation committee generally takes into consideration the factors listed below:

Base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly talented individuals. In February 2024, the compensation committee reviewed the base salaries of certain of our named executive officers, taking into consideration the competitive market analysis prepared by its compensation consultant and the recommendations of our Chief Executive Officer (for the compensation of named executive officers other than himself), as well as the other factors described in the section above. Following this review, the compensation committee determined to increase the base salaries for each of our named executive officers for our 2025 fiscal year to the amounts set forth under the column below entitled “FY 2025 Base Salary”:

Our annual performance-based cash bonus program for named executive officers provides incentive compensation that is specifically designed to motivate our named executive officers to achieve pre-established company-wide financial objectives set by the compensation committee and to reward them for results and achievements in a given fiscal year. The annual target bonus opportunities for our named executive officers are determined by the compensation committee in the first quarter of each fiscal year and are expressed as a percentage of their annual base salaries, with the potential bonus opportunity generally commensurate with each executive’s role and responsibilities and competitive pay practices among our peer group for similar executive roles. Earned bonus amounts, if any, are paid out in cash.

The compensation committee established the amount of the named executive officers’ target bonus opportunities following a review of the factors described above under the heading “Factors Used in Determining Executive Compensation.” In February 2024, the compensation committee reviewed the performance-based cash bonus opportunities of our named executive officers, taking into consideration the competitive market analysis prepared by its compensation consultant and the recommendations of our Chief Executive Officer (for the compensation of named executive officers other than himself), as well as the other factors described under the heading “Factors Used in Determining Executive Compensation.” Following this review, the compensation committee determined to increase the target bonus percentages for certain of our named executive officers for our 2025 fiscal year to the percentages set forth under the column below entitled “FY 2025 Target Bonus Opportunity (% of Base Salary)”. The target bonus opportunities approved for, and amounts earned by, each of our named executive officers for our 2025 fiscal year were as follows:

Bonus opportunities under our annual performance-based cash bonus program for named executive officers may pay out at a level ranging from zero to 200% of the target level, with performance at the target level resulting in a payout of 100% of the target level. For our 2025 fiscal year, performance-based cash bonus payments were made once to our named executive officers, with the total amount of each named executive officer’s bonus determined and paid following the end of our fiscal year (as set forth in “2025 Fiscal Year Bonus Payouts” below).

The compensation committee approved the performance metrics and their relative weighting for the performance- based cash bonus awards for our 2025 fiscal year in the first quarter of that fiscal year. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and finalized in the first quarter. For our 2025 fiscal year, the compensation committee determined that the performance goals for our named executive officers would be comprised of the following three equally weighted corporate performance goals:

The targets for ACV, RR, and non-GAAP operating income were set to incentivize the achievement of our 2025 fiscal year operating plan, as established in the beginning of our 2025 fiscal year. The compensation committee believes that these goals represent rigorous objectives for our named executive officers and align with stockholder interests. The compensation committee has the authority to exercise discretion to award bonus awards absent attainment of the relevant performance goals or to reduce or increase the size of any bonus amount, but the compensation committee did not exercise such discretion for our 2025 fiscal year. The named executive officers’ performance-based cash bonus awards for our 2025 fiscal year were calculated based on the achievement of these goals.

For our named executive officers in our 2025 fiscal year, the compensation committee approved actual performance-based cash bonus award payments in March 2025.

In March 2025, achievement of the corporate performance goals for our full 2025 fiscal year was determined to be approximately 90% of target. Accordingly, the compensation committee determined that the aggregate performance-based cash compensation for our named executive officers for our 2025 fiscal year would be approximately 90% of each named executive officer’s 2025 fiscal year target amount. The amount of the aggregate bonus was determined in accordance with the terms of the performance-based cash bonus program previously approved by the compensation committee, with no discretionary supplemental bonus paid to any named executive officer.

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market.

Long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive Officer and our other named executive officers by the compensation committee. As with other elements of compensation, the compensation committee determines the amount of long-term incentive compensation for our named executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance and existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to named executive officers other than the Chief Executive Officer, the compensation committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and the resulting target total direct compensation opportunities that the compensation committee believes are reasonable and appropriate taking into consideration the factors described herein.

For our 2025 fiscal year, the compensation committee determined to grant our named executive officers long-term incentive compensation solely in the form of RSUs which may vest and be settled for shares of our Class A common stock. The shares underlying the RSUs vest in 16 equal quarterly installments beginning on May 15, 2024, subject to the named executive officer remaining in continuous service with us through each such vesting date. Since the value of RSUs increases with any increase in the value of the underlying shares, they serve as an incentive that aligns the interests of our named executive officers with the long-term interests of our stockholders. In addition, because they are subject to a multi-year vesting requirement, RSUs serve our retention objectives since our named executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. Additionally, because of their “full value” nature, RSUs deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently.

Prior to our initial public offering in November 2021, all of the equity incentive awards we granted were made pursuant to our Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”). Following the closing of our initial public offering, we have granted any equity incentive awards under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”). Generally, our compensation committee grants awards to our named executive officers and employees in the first quarter of each year. The compensation committee may also use its discretion to grant awards to our named executive officers and other employees outside of the first quarter in connection with new hires, in-year promotions or as performance awards deemed appropriate by our board of directors or the compensation committee.

In February 2024, our named executive officers received RSU allocations based on our compensation committee’s review of the competitive market data for their respective positions, the size and vesting schedule of the equity awards previously granted to them, each executive’s overall responsibility for our performance and success as well as the factors described in “Factors Used in Determining Executive Compensation” above.

The following table sets forth the equity awards granted to our named executive officers on February 1, 2024 pursuant to the annual compensation review described above:

In connection with our initial public offering in November 2021, we entered into confirmatory offer letters with Messrs. Magnuson, Hyman and Kleeger governing their positions as our Chief Executive Officer, Chief Technology Officer and President and Chief Customer Officer (Mr. Kleeger later had his title changed to President and Chief Commercial Officer), respectively, and Mses. Winkles and Wiseman governing their positions as our Chief Financial Officer and General Counsel and Secretary, respectively. Each letter has no specific term and provides for at-will employment. Pursuant to these confirmatory offer letters, each of Messrs. Magnuson, Hyman and Kleeger and Mses. Winkles and Wiseman are eligible for discretionary performance-based compensation to be paid in conformity with our bonus practices in place from time to time and reviewed annually by our compensation committee, subject to corporate performance goals and any other performance metrics or factors otherwise determined to be appropriate by our board of directors or the compensation committee.

In addition, each of our named executive officers will be entitled to benefits in accordance with our executive severance plan described below and has executed our standard employee covenants agreement governing the protection of confidential information, intellectual property and inventions.

On February 1, 2025, we entered into a transition, separation and release agreement with Mr. Kleeger (the “Transition Agreement”) in connection with his anticipated resignation. The Transition Agreement provides that Mr. Kleeger’s employment with Braze will terminate on June 1, 2025 (the “Termination Date”), and that between February 1, 2025 and June 1, 2025 (the “Transition Period”), Mr. Kleeger will remain employed by us on a full-time basis as the President and Chief Commercial Officer and carry out such duties and responsibilities as requested by our Chief Executive Officer, including transitioning Mr. Kleeger’s duties and responsibilities to his successor. During the Transition Period, Mr. Kleeger will continue to receive his base salary and will remain eligible to participate in the Company’s compensation and employee benefit plans as they are made available to employees of the Company, including continued vesting of Mr. Kleeger’s stock options and restricted stock units; provided, that if Mr. Kleeger’s service under the Transition Agreement were to terminate due to his death or disability prior to the Termination Date, then the portion of Mr. Kleeger’s stock options and restricted stock units that would have otherwise vested on or prior to November 30, 2025 will be accelerated to vest as of the date of Mr. Kleeger’s death or disability. The Transition Agreement contains a customary release of claims and provides that following the Transition Period, Mr. Kleeger shall provide advisory services to us until November 30, 2025, under a consulting agreement entered into by the parties (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Kleeger will be entitled to receive (i) cash consideration of $17,000, and (ii) the continued vesting of his outstanding stock options and restricted stock units until November 30, 2025, provided, that if the Consulting Agreement is terminated for convenience by us or

as a result of Mr. Kleeger’s death or disability, in either case, prior to November 30, 2025, then the portion of Mr. Kleeger’s stock options and restricted stock units that would have otherwise vested on or prior to November 30, 2025, will be accelerated to vest as of the date of such event.

In March 2025, our compensation committee adopted stock ownership guidelines which provide for equity ownership guidelines for our chief executive officer, our other officers, as such term is defined for purposes of Section 16 of the Exchange Act and our non-employee directors. We adopted such guidelines to further align the interests of our board members and officers to those of our stockholders by requiring them to acquire and maintain a meaningful ownership interest in our common stock. On or prior to the fifth anniversary of the adoption date of the stock ownership guidelines, or on or prior to the fifth anniversary of the date on which an officer or non-employee director is first subject to the stock ownership guidelines, whichever is later:

Ownership for this purpose includes outstanding shares of common stock owned directly and outstanding shares of common stock owned indirectly, as defined in Rule 13d-3 under the Exchange Act, if the individual has an economic interest in the shares. Stock ownership will not include shares underlying stock options, restricted stock units, performance stock units or otherwise subject to a right to acquire. Value of ownership will be measured by reference to the closing price of the Class A common stock as quoted on the Nasdaq Global Select Market (or any other stock exchange upon which Braze common stock is traded), and compliance will be evaluated annually by the compensation committee.

We offer all eligible employees, including eligible named executive officers, the opportunity to purchase shares of our Class A common stock at a discount under our 2021 Employee Stock Purchase Plan (the “ESPP”), which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to the ESPP, all eligible employees, including our named executive officers who satisfy such eligibility criteria, may allocate up to 15% of their gross earnings (as described in ESPP) for the relevant purchase period to purchase our stock at a 15% discount of the lesser of (i) the fair market value of our Class A common stock at the beginning of each offering period and (ii) the fair market value of our Class A common stock on the applicable purchase date, subject to specified limits.

Our board of directors has adopted an executive severance plan in which our named executive officers (other than Mr. Kleeger, who has waived any rights to severance benefits under the Executive Severance Plan pursuant to the Transition Agreement) and certain other members of management and key employees participate. The severance plan was approved by our compensation committee after considering competitive market data. Our compensation committee determined that these benefits were both competitively reasonable and necessary to recruit and retain executives and other key employees. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change in control in order to support ongoing retention and alignment of the interests of our executives and those of our stockholders in the event of a potential change in control transaction.

The executive severance plan provides that upon (i) a termination of an eligible participant’s employment by us without “cause”, as defined in the executive severance plan or (ii) a resignation by an eligible participant for “good reason”, as defined in the executive severance plan, in each case outside of the period commencing three months prior to and ending twelve months following a change in control of Braze (which we refer to as the change in control determination period), the named executive officer will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment

equal to one-half times (0.5x) such named executive officer’s annual base salary then in effect (or one times (1.0x) his annual base salary then in effect for Mr. Magnuson); (b) an additional lump sum cash payment equal to any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (c) continued payment of premiums for the named executive officer’s continued coverage under our health insurance plans for a six (6)-month period (or for a twelve (12)-month period for Mr. Magnuson).

The executive severance plan also provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause” or (ii) a resignation by an eligible participant for “good reason,” in each case within the change in control determination period, the named executive officers will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) a lump sum cash payment equal to one times (1.0x) such named executive officer’s annual base salary then in effect; (b) an additional lump sum cash payment equal to the sum of (1) any earned but unpaid annual bonus for any performance years completed as of the date of termination; and (2) a prorated target annual bonus for the performance year of termination; (c) continued payment of premiums for the eligible participant’s continued coverage under our health insurance plans for a twelve (12)-month period; and (d) accelerated vesting of outstanding and unvested equity awards held by such participant. In addition, solely in the case of Mr. Magnuson, he will also be entitled to receive an additional lump sum cash payment equal to his target annual bonus for the performance year of termination.

The payments and benefits provided under the executive severance plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

We do not provide any significant perquisites or personal benefits to our named executive officers. Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life and disability plans, in each case on the same basis as all of our other employees.

We maintain a defined contribution retirement plan, the 401(k) plan, that provides eligible employees, including each of our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may defer eligible compensation on a pre-tax basis, up to the statutorily prescribed annual limits on contributions under the Code. We have the ability to make discretionary contributions to the 401(k) plan, and annually match eligible employee contributions up to the lesser of (i) $5,000, or (ii) 6% of the employee’s eligible compensation. Employee contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

In September 2023, our board of directors adopted our compensation recoupment policy (the “Recoupment Policy”). The Recoupment Policy applies to any incentive-based compensation (any compensation granted, earned and/ or vested based in whole or part on our attainment of a financial reporting measure) received during the relevant recoupment period by our named executive officers, or any other covered executive. The Recoupment Policy is in accordance with the listing standards adopted by Nasdaq that implemented the SEC’s finalized Exchange Act Rule 10D-1.

The Recoupment Policy requires that, in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, we will recover from each covered executive (specified as any current or former executive officer of the Company as defined under Nasdaq Listing Rule 5608(d)) on a reasonably prompt basis the amount of any excess incentive-based compensation received by such covered executive during the recoupment period (as defined in the Recoupment Policy). Recovery under the Recoupment Policy is mandatory and does not require employee misconduct.

A copy of our Recoupment Policy has been filed with the SEC as Exhibit 97 to our Annual Report on Form 10-K for our 2025 fiscal year.

Our board of directors has adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers and employees. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy also prohibits hedging or monetization transactions with respect to our Class A and Class B common stock for our employees, our directors and their affiliates, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy generally prohibits trading in derivative securities related to our Class A and Class B common stock, which include publicly traded call and put options and engaging in short selling of our common stock. Furthermore, our insider trading policy prohibits purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan, except in limited circumstances pre-approved by our board of directors or our nominating and corporate governance committee. A copy of our insider trading policy has been filed with the SEC as Exhibit 19.1 to our Annual Report on Form 10-K for our 2025 fiscal year.

Our compensation committee, Compensia, and our management team each play a role in evaluating and mitigating potential risks associated with our compensation plans, policies and practices. Our compensation committee, with input and support from Compensia and management, has considered our compensation plans, policies and practices to determine (i) if such plans, policies and practices are appropriately tailored to mitigate risk-taking initiatives, and (ii) if they are reasonably likely to have a material adverse effect on Braze. In particular, this review considered compensation program attributes that help to mitigate risk, including:

Based on this assessment, our compensation committee concluded that our compensation plans, policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect on Braze.

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per tax year is generally non-deductible.

Although our compensation committee considers tax implications as one factor in determining executive compensation, our compensation committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of Braze and our stockholders, which may include providing for compensation that is not deductible by Braze due to the deduction limit under Section 162(m).

Our compensation committee considers the accounting treatment of the various elements of our executive compensation program. For example, we record our executive officers’ base salaries, equity awards, and our cash incentive compensation in our consolidated financial statements.

We follow the FASB ASC Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees, including our named executive officers and non-employee directors, including stock options and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables in this proxy statement, even though the recipient of the awards may never realize any value from their awards.

Our compensation committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis section of Braze’s 2025 Proxy Statement. Based on this review and discussion, our compensation committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in Braze’s 2025 Proxy Statement and incorporated into Braze’s Annual Report on Form 10-K for our 2025 fiscal year.

The following table shows for our 2025, 2024 and 2023 fiscal years, as applicable, compensation awarded to or paid to, or earned by, our named executive officers.

Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The 2025 fiscal year annual base salaries for Mr. Magnuson, Ms. Winkles, Mr. Hyman, Mr. Kleeger and Ms. Wiseman were $560,000, $440,000, $410,000, $450,000 and $410,000, respectively. In establishing salary levels, we consider each named executive officer’s individual experience, responsibilities and performance and the pay levels of similarly situated executives at comparable companies. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. See “—Other Features of Our Executive Compensation Program—Agreements with Our Named Executive Officers” for additional information.

The annual performance-based cash bonus program for our named executive officers is designed to provide incentives to our named executive officers to make important contributions to our success and to reward them for their performance. The annual performance-based cash bonus program for bonus payments to each named executive officer is conditioned upon the achievement of certain performance goals established by the compensation committee. For our 2025 fiscal year, the compensation committee determined that the performance goals for our named executive officers would be comprised of three equally weighted corporate performance goals consisting of ACV, measured in U.S. dollars, RR and non-GAAP operating income (loss). For additional information on the performance bonus plan metrics in our 2025 fiscal year, see “—2025 Fiscal Year Executive Compensation Program—Executive Bonus Goal Setting”. The compensation committee established the amount of the named executive officers’ target bonus opportunities following a review of multitude of relevant factors, which may vary from year to year. For additional information on the factors considered by the compensation committee, see “—Factors Used in Determining Executive Compensation”.

Prior to our initial public offering in November 2021, we granted our named executive officers long-term incentive compensation in the form of stock options to purchase shares of our Class B common stock. As part of a multi-year approach to long-term incentives established in 2021 prior to our initial public offering, our named executive officers received stock option awards designed to provide equity incentives through our initial public offering and for our first year as a public company. In light of the stock option grants made to our named executive officers in April 2021 in contemplation of our initial public offering and the anticipated long-term value that such stock options then represented, we did not grant any long-term equity incentive awards in our 2023 fiscal year. In our 2024 and 2025 fiscal years, we granted equity to our named executive officers in the form of RSUs with four-year vesting periods. Since our initial public offering, we have used long-term incentives in the form of RSUs to align the interest of our executives with those of our stockholders, and discourage risk-taking to achieve short-term gains at the expense of long-term stockholder value creation. For additional information, see “—2025 Fiscal Year Executive Compensation Program—Equity Awards” above.

Each of our named executive officers has entered into a confirmatory offer letter and is eligible for participation in both our Executive Severance Plan (as defined above) and our annual performance-based cash bonus program. Mr. Kleeger has also entered into a Transition Agreement in connection with his anticipated resignation on June 1, 2025. For additional information, see “—Other Features of Our Executive Compensation Program—Agreements with Our Named Executive Officers—Transition Agreement with Mr. Kleeger” above.

The following table sets forth information regarding each plan-based award granted to our named executive officers during the 2025 fiscal year.

The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of January 31, 2025.

The following table sets forth certain information regarding any stock option exercises and stock vested during our 2025 fiscal year with respect to our named executive officers.

Each of our named executive officers is eligible to receive payments and benefits under the terms of our Executive Severance Plan, adopted by our board of directors in November 2021 and amended and restated by our compensation committee in September 2024. Our Executive Severance Plan provides for severance and/or change in control payments and benefits to our named executive officers upon (i) a termination without “cause” or resignation for “good reason” (as such terms are defined in our Executive Severance Plan) outside the period commencing three months prior to and ending twelve months following a change in control of Braze (which we refer to as the change in control determination period) or (ii) a termination without “cause” or resignation for “good reason” within the change in control determination period. No amounts are payable under our Executive Severance Plan or in respect of outstanding equity-based awards in the event of a named executive officer’s termination for cause, voluntary resignation without good reason or termination due to death or disability.

The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under our Executive Severance Plan, as described above under the section titled, “Executive Severance Plan,” assuming their employment was terminated as of January 31, 2025, including in connection with a change in control as of January 31, 2025. Our named executive officers are not entitled to any cash payments or the acceleration of the vesting of any outstanding equity awards solely in connection with a change in control.