Sector: Communication
NEXTDOOR HOLDINGS INC CLASS A · Meeting: June 9, 2026
Directors FOR
1
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Director
Mr. Sze has served since November 2021 and brings strong consumer technology and venture capital expertise; the 3-year TSR trigger does not fire because Nextdoor's stock return of -32.9% trails the company-disclosed peer group median of -26.1% by only 6.8 percentage points, well below the 20-point threshold required to trigger a AGAINST vote for a company with negative absolute 3-year returns, and no other disqualifying flags (overboarding, attendance below 75%, familial relationships, or independence concerns) apply — the proxy confirms all directors attended at least 75% of meetings except Chris Varelas, who is not up for election.
Only one director, David Sze, is standing for election at this annual meeting. The peer-group TSR comparison shows Nextdoor underperformed its disclosed compensation peers by 6.8 percentage points over three years, which is below the 20-point trigger threshold applicable when absolute 3-year returns are negative; accordingly no TSR-based AGAINST vote is warranted. Mr. Sze passes all other policy screens and receives a FOR determination.
CEO
Nirav Tolia
Total Comp
$3,262,222
Prior Support
99%%
The CEO's total reported compensation of $3,262,222 is modest for a chief executive of a $608 million market-cap Communication Services company, and prior-year say-on-pay support was approximately 99%, indicating strong shareholder satisfaction with the program structure. The pay program is heavily weighted toward equity — including performance stock awards tied to meaningful stock-price hurdles (requiring 50% to 125% increases from the grant date before any portion of the performance awards vests) — which aligns executive rewards directly with shareholder outcomes and satisfies the requirement that the majority of senior executive pay be variable and performance-linked. No individual pay-level or pay-for-performance red flags are triggered under the policy.
Auditor
Ernst & Young LLP
Tenure
8 yrs
Audit Fees
$3,555,109
Non-Audit Fees
$0
EY has audited Nextdoor since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns; in fiscal year 2025 EY charged $3,555,109 in core audit fees and zero in non-audit or tax fees, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a AGAINST vote; no material financial restatements were disclosed; and EY is a Big 4 firm fully adequate for a company of this size.
The 2026 Nextdoor annual meeting ballot contains three proposals: election of one director, ratification of EY as auditor, and an advisory vote on executive pay. All three receive FOR determinations — the sole director nominee clears the peer-group TSR screen, EY's fee structure is clean with zero non-audit fees, and the CEO pay program is modest in size with strong performance-based equity design backed by near-unanimous prior-year shareholder support.
21 companies disclosed in 2026 proxy filing
