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NYSE: KVYO Klaviyo, Inc. 8-K

Klaviyo appoints Erica Smith as CFO with $18M equity package, effective Sept 1

Filed July 13, 2026 · Period ending July 13, 2026 · ~1 min read

3 key changes 2 high relevance 3 sections

Key Changes

  • high

    Erica Smith, former CyberArk CFO, joins as CFO on September 1, 2026, with $550K base salary, 50% target bonus, and $18M in equity ($15M time-based RSUs vesting quarterly over 4 years, $3M performance shares tied to stock price targets of $30, $50, and $75).

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • high

    Performance stock units vest only if Klaviyo's stock trades at or above $30, $50, or $75 per share for 60 consecutive days through February 2029, aligning executive pay with shareholder returns.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Current CFO Amanda Whalen, who announced her planned departure in May, will remain through September 4 and serve as advisor through November 16 to support the transition.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Klaviyo has appointed Erica Smith as Chief Financial Officer effective September 1, 2026, succeeding Amanda Whalen who announced her planned departure in May. Smith brings over 20 years of financial leadership experience, most recently serving as CFO of CyberArk Software from January 2025 until its acquisition by Palo Alto Networks in February 2026, and in various finance roles at CyberArk since 2015. Her compensation package includes a $550,000 base salary, 50% target bonus, and $18 million in equity awards.

The equity structure is notable for its performance orientation: while $15 million in restricted stock units vest quarterly over four years, an additional $3 million in performance shares vest only if Klaviyo's stock reaches aggressive price targets of $30, $50, and $75 per share (each requiring 60 consecutive trading days at or above the target through February 2029). These targets create strong incentives for stock price appreciation and tie executive compensation directly to shareholder returns. The structured transition with Whalen remaining through early September and then serving as advisor through mid-November suggests an orderly leadership change.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

3 Added
Added CFO appointment high

Added in current filing · verify on EDGAR →

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”).

Klaviyo appointed Erica Smith as Chief Financial Officer, effective September 1, 2026. Ms. Smith, age 53, most recently served as CFO of CyberArk Software from January 2025 until February 2026 when CyberArk was acquired by Palo Alto Networks, and held various finance leadership positions at CyberArk from October 2015 to December 2024. She brings extensive experience from prior roles at Demandware and other technology and financial services firms.

Added Current CFO departure medium

Added in current filing · verify on EDGAR →

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.

Current CFO Amanda Whalen will continue in her role through September 1, 2026, then her employment will end on September 4, 2026. She will remain in an advisory capacity through November 16, 2026 to facilitate the transition to Ms. Smith. The structured transition period suggests an orderly leadership change.

Show 1 minor / wording change
Added Severance and change-in-control provisions low

Added in current filing · verify on EDGAR →

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.

Ms. Smith's employment agreement includes standard severance protections: if terminated without cause or if she resigns for good reason, she receives a lump sum equal to one year of base salary plus target bonus. If such termination occurs within three months before or twelve months after a change in control, all her time-based equity awards accelerate and vest immediately, providing retention incentives during potential acquisition scenarios.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Klaviyo appointed a new Chief Financial Officer and issued a press release announcing the appointment.

1 Added
Added CFO appointment high

Added in current filing · verify on EDGAR →

On July 13, 2026, the Company issued a press release announcing Ms. Smith’s appointment as Chief Financial Officer.

Klaviyo appointed Ms. Smith as Chief Financial Officer. The 8-K discloses the appointment via a press release furnished as an exhibit but does not provide additional details about Ms. Smith's background, prior role, compensation, or the circumstances of the appointment.

Event · Exhibit 99.1

Klaviyo appoints Erica Smith as CFO effective September 1, 2026, succeeding Amanda Whalen who transitions to advisory role.

3 Added
Added CFO appointment high

Added in current filing · view on EDGAR →

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.

Erica Smith, previously CFO of CyberArk (recently acquired by Palo Alto Networks), will become Klaviyo's Chief Financial Officer on September 1, 2026. She succeeds Amanda Whalen, who announced her planned departure in May. Smith brings over 20 years of financial leadership experience with high-growth technology companies including CyberArk and Demandware.

Added CFO transition timeline medium

Added in current filing · view on EDGAR →

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.

The outgoing CFO Amanda Whalen will remain employed through September 4, 2026, overlapping with Smith's September 1 start date. Whalen will then serve in an advisory capacity through November 2026 to ensure continuity during the leadership transition.

Show 1 minor / wording change
Added CFO responsibilities low

Added in current filing · view on EDGAR →

She will oversee all aspects of Klaviyo’s global financial operations, including FP&A, accounting, tax and treasury, internal audit, and investor relations.

Smith will have comprehensive oversight of Klaviyo's financial functions including financial planning and analysis, accounting, tax and treasury operations, internal audit, and investor relations. This represents the standard scope of CFO responsibilities at a public company.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 16, 2026 · How we verify