Klaviyo (NYSE: KVYO) hires former CyberArk finance chief Erica Smith as CFO

Rhea-AI Filing Summary

Klaviyo, Inc. appointed Erica Smith as Chief Financial Officer and principal financial and accounting officer, effective on her employment start date currently set for September 1, 2026. She succeeds Amanda Whalen, who will remain CFO through that date, then stay in an advisory role through November 16, 2026 to support a transition.

Smith will receive an annual base salary of $550,000 and a target annual cash bonus equal to 50% of base salary. Her compensation includes time-based RSUs with an initial value of $15,000,000, vesting in sixteen quarterly installments, and PSUs with an initial value of $3,000,000, vesting in up to three tranches if specified stock price targets are met by February 15, 2029. PSU tranches require average closing prices of $30.00, $50.00, and $75.00 per share for at least sixty consecutive days, subject to her continued service and change-in-control provisions in her employment agreement.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual base salary: $550,000 Target bonus percentage: 50% of annual base salary RSU grant value: $15,000,000 +5 more

8 metrics

Annual base salary $550,000 Annual base salary for Erica Smith as CFO under her employment agreement

Target bonus percentage 50% of annual base salary Target annual cash bonus opportunity for Erica Smith

RSU grant value $15,000,000 Initial equity value of time-based restricted stock units granted to Erica Smith

PSU grant value $3,000,000 Initial equity value of performance stock units granted to Erica Smith

PSU stock price target Tranche 1 $30.00 per share Average closing price required for at least sixty consecutive days for first PSU tranche

PSU stock price target Tranche 2 $50.00 per share Average closing price required for at least sixty consecutive days for second PSU tranche

PSU stock price target Tranche 3 $75.00 per share Average closing price required for at least sixty consecutive days for third PSU tranche

PSU measurement period end February 15, 2029 End of measurement period for performance stock units granted to Erica Smith

Key Terms

performance stock units, time-based restricted stock units, change in control, Regulation FD Disclosure, +1 more

5 terms

performance stock units financial

"Additionally, Ms. Smith will receive a grant of performance stock units with an initial equity value of $3,000,000"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

time-based restricted stock units financial

"Ms. Smith will also receive a grant of time-based restricted stock units with an initial equity value of $15,000,000"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

change in control financial

"within the three months prior to or twelve months following a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Regulation FD Disclosure regulatory

"Item 7.01 - Regulation FD Disclosure. On July 13, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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FAQ

What executive leadership change did Klaviyo (KVYO) announce?

Klaviyo announced that Erica Smith will become Chief Financial Officer on September 1, 2026, succeeding Amanda Whalen, who will stay through that date and then serve in an advisory role into November 2026.

What is Erica Smith’s compensation package as CFO of Klaviyo (KVYO)?

Erica Smith will receive a $550,000 annual base salary, a target bonus of 50% of salary, $15,000,000 in time-based RSUs, and $3,000,000 in PSUs, subject to vesting conditions and performance targets.

How do Erica Smith’s PSUs at Klaviyo (KVYO) vest?

Her PSUs, valued initially at $3,000,000, can vest in up to three tranches through February 15, 2029 if Klaviyo’s Series A stock averages at least $30, $50, and $75 per share, respectively, for sixty consecutive days.

What severance protections does Erica Smith have at Klaviyo (KVYO)?

If terminated without cause or she resigns for good reason, Erica Smith is entitled to a lump-sum cash payment equal to her then-current base salary plus target bonus, health continuation benefits, and, in certain change-in-control scenarios, accelerated vesting of time-based equity.

When does the CFO transition at Klaviyo (KVYO) complete?

Erica Smith becomes CFO on September 1, 2026. Amanda Whalen’s employment ends September 4, 2026, after which she serves in an advisory role through November 16, 2026 to support a smooth transition.

What experience does incoming Klaviyo (KVYO) CFO Erica Smith bring?

Erica Smith previously served as CFO of CyberArk and held senior finance and investor relations roles at CyberArk, Demandware, and other firms, bringing over 20 years of financial leadership and investor relations experience with high-growth technology companies.

FALSE000183583000018358302026-07-132026-07-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): July 13, 2026

Klaviyo, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-41806 (Commission File Number)			46-0989964 (IRS Employer Identification Number)
125 Summer Street, 6th Floor, Boston, MA						02110
(Address of Principal Executive Offices)						(Zip Code)
(617) 213-1788
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Series A common stock, par value $0.001 per share			KVYO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 11, 2026, the Board of Directors (the “Board”) of Klaviyo, Inc. (the “Company”) appointed Erica Smith as the Company’s Chief Financial Officer and principal financial and accounting officer, effective as of Ms. Smith’s commencement of employment with the Company, currently set for September 1, 2026 (the “Effective Date”).

Prior to joining Klaviyo, Ms. Smith, age 53, served as the Chief Financial Officer of CyberArk Software Ltd. (formerly NASDAQ: CYBR) (“CyberArk”), an identity security company, from January 2025 until February 2026, when CyberArk was acquired by Palo Alto Networks, Inc. (NASDAQ: PANW). Ms. Smith also held various other finance leadership positions at CyberArk from October 2015 to December 2024. Prior to joining CyberArk, Ms. Smith was Vice President of Investor Relations for Demandware Inc. (formerly NYSE: DWRE), an e-commerce software company, from 2011 to 2015. Prior to that, Ms. Smith held various investor relations, corporate communications and finance positions at leading companies including Boston Private Financial Holdings, Inc., a financial services firm, Network Engines Inc., a technology company, StorageNetworks, Inc., a technology company, Sharon Merrill Associates, an investor relations firm, and Lehman Brothers Holdings Inc., a financial services firm. Ms. Smith holds a B.A. in Economics from the College of the Holy Cross.

In connection with her appointment, the Company entered into an employment agreement with Ms. Smith (the “Agreement”). The Agreement does not have a specific term and provides that Ms. Smith will serve as an at-will employee. Pursuant to the Agreement, Ms. Smith will have (i) an annual base salary of $550,000 and (ii) a target annual cash bonus opportunity of 50% of her annual base salary.

Ms. Smith will also receive a grant of time-based restricted stock units with an initial equity value of $15,000,000 (the “RSUs”). The RSUs will vest in sixteen quarterly installments, subject to Ms. Smith’s continued service with the Company through the applicable vesting date.

Additionally, Ms. Smith will receive a grant of performance stock units with an initial equity value of $3,000,000 (the “PSUs”). The PSUs will vest in up to three tranches over a measurement period lasting until February 15, 2029, subject to the achievement of specified performance targets tied to the trading price of the Company’s Series A common stock and Ms. Smith’s continued service with the Company through the applicable vesting date. Each tranche of PSUs will vest only if the average closing price of the Company’s Series A common stock for a period of at least sixty consecutive calendar days is at or above a specified dollar value during the applicable measurement period. The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Company’s capital stock.

Pursuant to the Agreement, Ms. Smith is entitled to certain payments and benefits on termination of employment or upon a termination in connection with a change in control. In the event Ms. Smith’s employment is terminated by the Company without cause or by Ms. Smith for good reason, she will be entitled to certain severance benefits consisting of a lump sum cash payment equal to the sum of her then-current base salary and target annual cash bonus opportunity, and certain health continuation benefits.

Additionally, in the event Ms. Smith’s employment is terminated by the Company without cause or by Ms. Smith for good reason, in each case within the three months prior to or twelve months following a change in control of the Company, all of Ms. Smith’s then outstanding and unvested stock-based awards that are subject solely to time-based vesting, including her RSUs, will become fully vested upon the date of such termination or, if later, upon the change in control. With respect to Ms. Smith’s PSUs, and subject to Ms. Smith’s continued service through the closing of the change in control, to the extent that a performance target is met for any tranche of the PSUs during any applicable measurement period and the closing of the change in control occurs thereafter but prior to the vesting date for the applicable tranche(s), the vesting of the applicable tranche(s) shall occur on the closing of the change in control. In addition, to the extent that a performance target is met for any tranche of the PSUs during any applicable measurement period and Ms. Smith’s employment is terminated by the Company without cause or by Ms. Smith for good reason thereafter but prior to the vesting date for the applicable tranche(s), the vesting of the applicable tranche(s) shall occur on the date of such termination.

There are no family relationships between Ms. Smith and any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K and no transactions involving Ms. Smith that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Ms. Smith entered into the Company’s standard form of indemnification agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2023 (File No. 333-274211).

In connection with Ms. Smith’s appointment, Amanda Whalen, the Company’s current Chief Financial Officer, has agreed to continue to serve as Chief Financial Officer through the Effective Date. Following the Effective Date, Ms. Whalen’s employment with the Company will end on September 4, 2026, and she will move into an advisory role through November 16, 2026 to support a smooth transition.

Item 7.01 - Regulation FD Disclosure.

On July 13, 2026, the Company issued a press release announcing Ms. Smith’s appointment as Chief Financial Officer. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information in the press release attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.			Description
10.1*			Employment Agreement, dated July 3, 2026, by and between Klaviyo, Inc. and Erica Smith.
99.1			Press Release issued by Klaviyo, Inc. dated July 13, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Indicates a management contract or any compensatory plan, contract or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of July, 2026.

KLAVIYO, INC.
By:			/s/ Amanda Whalen
Name:			Amanda Whalen
Title:			Chief Financial Officer

Klaviyo Appoints Erica Smith as Chief Financial Officer

Smith, previously CFO of CyberArk, will succeed Amanda Whalen effective September 1, 2026

BOSTON, Mass. — July 13, 2026 — Klaviyo (NYSE: KVYO), the autonomous B2C CRM, today announced the appointment of Erica Smith as Chief Financial Officer, effective September 1, 2026. Smith will succeed Amanda Whalen, who announced in May her plan to step down as CFO. Whalen will remain employed with Klaviyo until September 4, 2026, and will then move into an advisory role through November 2026 to support a smooth transition.

Smith joins Klaviyo from CyberArk, recently acquired by Palo Alto Networks, where she previously served as Chief Financial Officer. She will oversee all aspects of Klaviyo’s global financial operations, including FP&A, accounting, tax and treasury, internal audit, and investor relations.

Smith brings with her more than 20 years of financial leadership and investor relations experience helping high-growth technology companies scale through periods of rapid growth and transformation. As a CFO, she has led finance, accounting, and operations teams, overseeing capital allocation, forecasting, and long-term financial planning. At CyberArk and, earlier, at Demandware she led investor relations programs, expanded sell-side research coverage, and guided both public companies through financings, guidance-setting, and strategic communications with the investment community.

"We're expanding internationally, moving further upmarket with larger, more complex customers, and building out a multi-product platform. Erica's experience helping high-growth companies navigate that kind of change will be a critical asset as we execute our strategy and scale the business. We're excited to welcome Erica to Klaviyo, and we're grateful to Amanda for her leadership and many contributions to the company as we work together to ensure a seamless transition," said Chano Fernández, co-CEO at Klaviyo.

"I’ve long admired Klaviyo for its impressive growth, profitability, and disciplined execution. As a Boston native, I’ve had a front-row seat to watching Klaviyo grow into what it is today. The way people interact with brands and the way companies want to deliver personalized experiences is changing fast, and Klaviyo is one of the leading companies building the infrastructure and agents to make that possible. I have deep conviction in the company’s vision and believe its strategy positions Klaviyo to deliver sustainable, long-term growth. I’m looking forward to being part of that next chapter," said Erica Smith, incoming CFO at Klaviyo.

About Klaviyo

Klaviyo (CLAY-vee-oh) is an autonomous B2C CRM that powers more valuable customer experiences. We unify a flexible, scalable data platform, intelligence that gets smarter with every interaction, and action across Marketing and Service to help businesses turn real-time customer data into personalization at scale. High-growth enterprises like Mattel, TaylorMade, Glossier, Liquid Death, Daily Harvest and more than 196,000 other paying customers leverage Klaviyo’s actionable infrastructure and our more than 350 integrations to deliver measurable outcomes through faster, higher-quality experiences.

Source: Klaviyo, Inc.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 5.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 173.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB