Braze, Inc.BRZE
Braze, Inc. Stock Compensation Disclosure
Employee Stock Plans
We have historically issued equity awards under our Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”).
Amended and Restated 2011 Equity Incentive Plan
Our 2011 Plan provides for the award of stock options and restricted stock units (“RSUs”) to employees, officers, directors, advisors and other service providers of Braze. The terms of each award and the exercise price of awards under the 2011 Plan are determined by our board of directors. Following effectiveness of the 2021 Plan in connection with our initial public offering, no further awards were made under the 2011 Plan.
2021 Equity Incentive Plan
In November 2021, our board of directors and our stockholders approved the 2021 Plan, which became effective on November 16, 2021. No grants were made under the 2021 Plan prior to its effectiveness. No further grants will be made under the 2011 Plan. At effectiveness, we reserved 25,660,249 shares of our Class A common stock to be issued under the 2021 Plan. In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (1) 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase. On February 1, 2024, the number of shares of our Class A common stock reserved for issuance under our 2021 Plan increased by an additional 5,010,520 shares.
Stock Options
A summary of stock option activity for the periods presented, is as follows:
| Options Outstanding | |||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
Balance as of January 31, 2023 | 8,171,941 | $14.27 | 6.58 | $153,237 | |||||||||||||||||||
| Granted | — | n/a | |||||||||||||||||||||
| Exercised | (1,951,569) | $3.72 | |||||||||||||||||||||
| Forfeited | (99,104) | $17.83 | |||||||||||||||||||||
Balance as of January 31, 2024 | 6,121,268 | $17.57 | 6.09 | $223,306 | |||||||||||||||||||
| Granted | — | n/a | |||||||||||||||||||||
| Exercised | (990,063) | $6.98 | |||||||||||||||||||||
| Forfeited | (50,025) | $10.97 | |||||||||||||||||||||
Balance as of January 31, 2025 | 5,081,180 | $19.70 | 5.22 | $133,540 | |||||||||||||||||||
Vested and expected to vest as of January 31, 2025 | 5,058,693 | $19.63 | 5.22 | $133,293 | |||||||||||||||||||
Exercisable - January 31, 2025 | 4,547,399 | $17.90 | 5.11 | $127,685 | |||||||||||||||||||
| Fiscal Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Aggregate intrinsic value of options exercised during each respective period (in millions) | $34.97 | $72.85 | $71.16 | ||||||||||||||
Restricted Stock Units
The following table summarizes unvested RSU award activity and related information:
| Shares | Weighted-Average Grant Date Fair Value | ||||||||||
Balance as of January 31, 2024 | 6,263,739 | ||||||||||
| Granted | 2,793,697 | $47.68 | |||||||||
| Vested | (2,420,772) | $39.91 | |||||||||
| Forfeited | (592,941) | $37.96 | |||||||||
Balance as of January 31, 2025 | 6,043,723 | ||||||||||
RSUs granted during the fiscal year ended January 31, 2025 contained a service-based vesting condition of up to approximately a four year period. RSUs typically vest on a quarterly basis or have a one year cliff vesting period with quarterly vesting thereafter.
Employee Stock Purchase Plan
In November 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on November 16, 2021. Following completion of our initial public offering, the ESPP authorized the issuance of 1,825,000 shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31; and (ii) 2,737,000 shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) above. On February 1, 2024, the number of shares of our Class A common stock reserved for issuance under our ESPP increased by an additional 1,002,104 shares.
The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of the Company’s Class A common stock on specified dates during such offerings. Under the ESPP, our board of directors will be permitted to specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our Class A common stock will be purchased for employees participating in the offering. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period or (2) the fair market value of the Company’s Class A common stock on the last day of the offering period, as defined by the ESPP.
The Company recognized $2.0 million, $2.2 million, and $1.8 million of stock-based compensation expense related to the ESPP during the fiscal years ended January 31, 2025, 2024, and 2023, respectively. As of January 31, 2025, $0.6 million has been withheld on behalf of our employees for a future purchase and is classified as accrued expenses and other current liabilities on the consolidated balance sheets.
During the fiscal years ended January 31, 2025, 2024, and 2023 the Company issued 234,067, 234,089, and 125,276 shares of Class A common stock under the ESPP, respectively. As of January 31, 2025, there are 4,123,107 shares of Class A common stock available for issuance under the ESPP.
Stock-based Compensation Expense
The following table summarizes stock-based compensation expense, which was included in the consolidated statements of operations as follows (in thousands):
| Fiscal Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 4,022 | $ | 3,585 | $ | 3,616 | |||||||||||
| Sales and marketing | 38,168 | 31,198 | 23,871 | ||||||||||||||
| Research and development | 43,004 | 38,962 | 28,897 | ||||||||||||||
| General and administrative | 29,067 | 23,432 | 15,833 | ||||||||||||||
| Stock-based compensation, net of amounts capitalized | $ | 114,261 | $ | 97,177 | $ | 72,217 | |||||||||||
| Capitalized stock-based compensation expense | 2,259 | 2,152 | 1,121 | ||||||||||||||
| Total stock-based compensation expense | $ | 116,520 | $ | 99,329 | $ | 73,338 | |||||||||||
As of January 31, 2025, total compensation cost not yet recognized related to unvested equity awards and the weighted-average remaining period over which these costs are expected to be realized were as follows:
| Stock Options | RSUs | ||||||||||
| Unrecognized compensation costs (in thousands) | $11,005 | $176,899 | |||||||||
| Weighted-average remaining recognition period (years) | 1.05 | 2.46 | |||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.