KLAVIYO, INC., DEF 14A filed on 4/29/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Klaviyo, Inc.
Entity Central Index Key 0001835830
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Value of Initial Fixed
$100 Investment Based
on:
Fiscal
Year
SCT
Total for
CEO
($)
Compensati
on Actually
Paid to CEO
($)(1)(2)
SCT
Average
for Other
NEOs
($)(3)
Average
Compensation
Actually Paid
to Other NEOs
($)(2)(3)(4)
Klaviyo
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
($)(5)
Net (Loss)
Income
($ in
thousands)(6)
Revenue
($ in
thousands)(7)
2025
78,000
78,000
6,642,947
1,653,583
108
172
(31,768)
1,234,019
2024
78,030
78,030
8,517,395
18,507,774
126
157
(46,142)
937,464
2023
78,031
78,031
15,740,735
17,260,349
85
115
(308,233)
698,099
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote Our Other NEOs for the fiscal year ended December 31, 2025 were Amanda Whalen, Carmel Galvin, Landon Edmond, and Steve
Rowland. Our Other NEOs for the fiscal year ended December 31, 2024 were Amanda Whalen, Carmel Galvin, Steve Rowland, and
Landon Edmond. Our Other NEOs for the fiscal year ended December 31, 2023 were Amanda Whalen, Steve Rowland, and Landon
Edmond.
   
Peer Group Issuers, Footnote TSR shown in this table utilizes the S&P 500 Information Technology Index. The comparison assumes $100.00 was invested in our
Series A common stock and the S&P 500 Information Technology Index at their respective closing prices on our IPO Date and
ending on December 31 of each Covered Year. The historical TSR represents past performance and should not be considered an
indication of future TSR.
   
PEO Total Compensation Amount $ 78,000 $ 78,030 $ 78,031
PEO Actually Paid Compensation Amount $ 78,000 78,030 78,031
Adjustment To PEO Compensation, Footnote The following table shows for each Covered Year the adjustments made to the total compensation shown for our CEO, Andrew
Bialecki, on the SCT to arrive at “compensation actually paid” as reflected on the table above:
Adjustments to Determine Compensation Actually
Paid to CEO
Fiscal Year
2025
Fiscal Year
2024
Fiscal Year
2023
SCT total amount
$78,000
$78,030
$78,031
Less amounts reported in “Option Awards” and “Stock
Awards” columns in SCT for the Covered Year
Plus fair value at Covered Year-end of outstanding and
unvested equity awards granted during the Covered
Year
Plus (or less) change in fair value as of the Covered
Year-end from the prior year-end of outstanding and
unvested equity awards granted in prior fiscal years
Plus fair value at vesting of equity awards granted
during the Covered Year that vested during the
Covered Year
Plus (or less) change in fair value as of vesting date
from the prior year-end of equity awards granted in
prior fiscal years that vested during the Covered Year
TOTAL ADJUSTMENTS:
TOTAL COMPENSATION ACTUALLY PAID:
$78,000
$78,030
$78,031
   
Non-PEO NEO Average Total Compensation Amount $ 6,642,947 8,517,395 15,740,735
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,653,583 18,507,774 17,260,349
Adjustment to Non-PEO NEO Compensation Footnote The following table shows for each Covered Year the adjustments made to the average of the total compensation shown for our
Other NEOs on the SCT to arrive at average “compensation actually paid” as reflected on the table above:
Adjustments to Determine Average Compensation
Actually Paid to Other NEOs
Fiscal Year
2025
Fiscal Year
2024
Fiscal Year
2023
SCT total amount
$6,642,947
$8,517,395
$15,740,735
Less average amount reported in “Option Awards” and
“Stock Awards” columns in SCT for the Covered Year
(5,845,266)
(7,755,777)
(15,206,783)
Plus average fair value at Covered Year-end of
outstanding and unvested equity awards granted
during the Covered Year
4,461,037
11,192,113
14,250,668
Plus (or less) average change in fair value as of the
Covered Year-end from the prior year-end of
outstanding and unvested equity awards granted in
prior fiscal years
(3,104,753)
4,367,683
642,693
Plus average fair value at vesting of equity awards
granted during the Covered Year that vested during
the Covered Year
1,003,342
1,608,102
882,814
Plus (or less) average change in fair value as of vesting
date from the prior year-end of equity awards
granted in prior fiscal years that vested during the
Covered Year
(1,503,723)
578,259
950,223
TOTAL ADJUSTMENTS:
(4,989,364)
9,990,379
1,519,614
TOTAL AVERAGE COMPENSATION ACTUALLY PAID:
$1,653,583
$18,507,774
$17,260,349
   
Compensation Actually Paid vs. Total Shareholder Return The following graph shows the relationship between the “compensation actually paid” to our CEO and the
average “compensation actually paid” to our Other NEOs and our reported annual net (loss) income for each
Covered Year. We do not currently use net (loss) income as a financial performance measure in our
executive compensation program.
Picture3.jpg
   
Compensation Actually Paid vs. Net Income The following graph shows the relationship between the “compensation actually paid” to our CEO and the
average “compensation actually paid” to our Other NEOs and our reported annual revenue for each Covered
Year. The growth of annual revenue is a significant performance target in the Bonus Plan for our named
executive officers in the fiscal year ended December 31, 2025 and impacts the amount of annual cash bonus
that our named executive officers receive in the fiscal year.
Picture2.jpg
   
Compensation Actually Paid vs. Company Selected Measure The following graph shows the relationships between the “compensation actually paid” to our CEO and the
average “compensation actually paid” to our Other NEOs, the cumulative TSR for our Series A common
stock, and the cumulative TSR for our peer group each Covered Year.
Picture1.jpg
   
Total Shareholder Return Vs Peer Group The following graph shows the relationship between the “compensation actually paid” to our CEO and the
average “compensation actually paid” to our Other NEOs and our reported annual net (loss) income for each
Covered Year. We do not currently use net (loss) income as a financial performance measure in our
executive compensation program.
Picture3.jpg
   
Tabular List, Table Revenue
Non-GAAP operating income
   
Total Shareholder Return Amount $ 108 126 85
Peer Group Total Shareholder Return Amount 172 157 115
Net Income (Loss) $ (31,768,000) $ (46,142,000) $ (308,233,000)
Company Selected Measure Amount 1,234,019,000 937,464,000 698,099,000
PEO Name Andrew Bialecki    
Additional 402(v) Disclosure For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of the RSUs awards in
accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that
vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of
such amounts (as updated for purposes of this disclosure to reflect the relevant dates for purposes of calculating fair value) are set
forth in note 2 to our audited consolidated financial statements included in the 2025 Annual Report.
Reflects “Net (loss) income” for each Covered Year as set forth in our consolidated statements of operations included in our
Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net (loss) income” is a GAAP measure.
Reflects “Revenue” for each Covered Year as set forth in our consolidated statements of operations included in our Annual Report
on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Revenue” is a GAAP measure. The Company
determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important
financial performance measure used to link compensation actually paid to our named executive officers for the most recently
completed fiscal year to Company performance. We utilize revenue as a performance metric in our Bonus Plan.
   
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name Non-GAAP operating income    
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,989,364) 9,990,379 1,519,614
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,845,266) (7,755,777) (15,206,783)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 4,461,037 11,192,113 14,250,668
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,104,753) 4,367,683 642,693
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,003,342 1,608,102 882,814
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,503,723) $ 578,259 $ 950,223
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true