kvsb-20230417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

NEXTDOOR HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 17, 2023

To Our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Nextdoor Holdings, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/KIND2023 on Tuesday, June 6, 2023 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.



Sincerely,


Sarah Friar
Chief Executive Officer, President and Chairperson of the Board of Directors



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 6, 2023. The proxy statement and annual report are available at www.proxyvote.com.


			2023 Proxy Statement						i

Notice of Annual Meeting of Stockholders

Time & Date

Tuesday, June 6, 2023 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time

Place

Virtually at www.virtualshareholder

meeting.com/KIND2023. There is no physical location for the Annual Meeting.

Record Date

April 10, 2023, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to attend and vote at, the meeting and any adjournments thereof.

Items of Business


1.						Elect three Class II directors of Nextdoor Holdings, Inc., each to serve a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified.

2.						Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

3.						Approve on a non-binding advisory basis, the compensation of our named executive officers.

4.						Select on a non-binding advisory basis whether future advisory votes on the compensation of our named executive officers should be every one, two, or three years.

5.						Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Participation in Annual Meeting

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/KIND2023. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information.

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 8 of this Proxy Statement.


ii						2023 Proxy Statement

Voting

Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at https://investors.nextdoor.com or, if you are a registered holder, through our transfer agent, American Stock Transfer & Trust Company, LLC, through its website at www.astfinancial.com, by phone at (800) 937-5449 or (718) 921-8124, or by e-mail at HelpAST@equiniti.com.

This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 17, 2023.


Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board of Directors,

John Orta

Head of Legal & Corporate Development and Secretary

Written April 17, 2023

NEXTDOOR HOLDINGS, INC.
420 Taylor Street

San Francisco, California 94102


			2023 Proxy Statement						iii

Special Note Regarding
Forward-Looking Statements

This proxy statement (“Proxy Statement”) includes forward-looking statements, which are statements other than statements of historical facts and statements in the present tense. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, our objectives and future operations and our social responsibility initiatives. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2022, and our other U.S. Securities and Exchange Commission (the “SEC”) filings, which are available on the Investor Relations page of our website at https://investors.nextdoor.com and on the SEC website at www.sec.gov.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

Unless the context otherwise requires, references in this Proxy Statement to:

•“Nextdoor,” “we,” “us,” “our” or the “company” refer to Nextdoor Holdings, Inc., a Delaware corporation; and

•“business combination” refer to the transactions contemplated by the that certain Agreement and Plan of Merger, dated as of July 6, 2021, by and among Khosla Ventures Acquisition Co. II, Nextdoor, Inc. and Lorelei Merger Sub Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 30, 2021, including (i) the merger contemplated by the Agreement and Plan of Merger, whereby Lorelei Merger Sub Inc. merged with and into Nextdoor, Inc., with Nextdoor, Inc. surviving the merger as a wholly-owned subsidiary of Khosla Ventures Acquisition Co. II, and (ii) the private placement pursuant to which investors collectively subscribed for 27,000,000 shares of our Class A common stock at $10.00 per share, for an aggregate purchase price of $270,000,000.

Table of Contents


			S pecial Note Regarding Forward-Looking Statements			iv
			Proxy Statement Summary			1
			Information about Solicitation and Voting			8
			Internet Availabili ty of Proxy Mat erials			8
			General Informat i on about the Annual M eeting			9
			Board of Directors and Committees of the Board of Directors; Corporate Governance Stand ards and Director Independence			14
			Nominations Process and Director Qualific ations			22
			Proposal No. 1: Election of Directors			24
			Proposal No. 2: Ratification of Appo intment of Independent Reg istered Public Accounting Firm			33
			Report of the Audit and Risk Committee			36
			Proposal No. 3: Advisory Vote on the Compensation of our Named Executive Officers			37
			Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers			38
			E xecutive O fficers			39
			Security Ownership of Certain Beneficial Ow ners and M ana gement			40
			E xecutive Compensation			44
			Compensation Discussion and Analysis			44
			Report of the Compensation and People Development Committee			54
			Executive Compensation Tables			55
			Potential Payments Upon Termination			59
			Pay Versus Performance			60
			E quity Compensation Plan Information			66
			C ertain Relationships and Related Party Transactions			67
			A dd itional Information			68
			Other Matte rs			70

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

Proposals to be Voted On and Board Voting Recommendations

PROPOSAL NO. 1

Election of Directors

Our Board is currently comprised of ten members. In accordance with our Amended and Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors. We are asking our stockholders to elect three Class II directors for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our three nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal No. 1: Election of Directors—Nominees to Our Board of Directors”.

Name

Age

Director Since

Sarah Friar

November 2021

Leslie Kilgore

November 2021

David Sze

November 2021



						Board Recommendation "FOR ALL NOMINEES" for this proposal

PROPOSAL NO. 2

Ratification of Appointment of Independent Registered Public Accounting Firm

We are asking our stockholders to ratify the Audit and Risk Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. Information regarding fees paid to Ernst & Young LLP during 2022 and 2021 can be found under the section titled “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm Fees and Services.”



						Board Recommendation "FOR" this proposal


			2023 Proxy Statement						1


Proxy Statement Summary

PROPOSAL NO. 3

Advisory Vote on the Compensation of our Named Executive Officers

We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers. Additional information about the advisory vote on the compensation of our named executive officers can be found under the section titled “Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers.”



						Board Recommendation "FOR" this proposal

PROPOSAL NO. 4

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

We are asking our stockholders to vote, on a non-binding advisory basis, on the frequency of future stockholder advisory votes on the compensation of our named executive officers. Additional information about the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers can be found under the section titled “Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers.”



						Board Recommendation "ONE YEAR" for this proposal

Key 2022 Business Highlights

At Nextdoor, our purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. Neighbors around the world turn to Nextdoor to receive trusted information, give and get help, get things done, and build real world connections with those nearby - neighbors, businesses, and public services. By fostering these connections, both online and in the real world, Nextdoor builds stronger, more vibrant, and more resilient neighborhoods.

2022 showcased the sustained relevance of Nextdoor as we expanded our neighbor footprint globally and deepened engagement from neighbors and organizations through a combination of utility and community.


2						2023 Proxy Statement


			Proxy Statement Summary

Key business highlights include:

78M

Global Verified Neighbors1

40M

WAU

Increasing reach: As of December 31, 2022, Nextdoor reached 78 million global Verified Neighbors. Approximately 50% of Verified Neighbors were active weekly.

Strong engagement: Weekly Active Users ("WAU") reached 40 million in Q4 2022, increasing 11% year-over-year and 42% on a two-year basis. Greater than 50% of WAU are active daily.

$213M

2022 Total Revenue

$583M

Cash, cash equivalents and marketable securities

305K+

Neighborhoods

Sustained revenue growth: 2022 total revenue reached $213 million, increasing 11% year-over-year.

Capitalized for the long-term: We ended 2022 with $583 million in cash, cash equivalents and marketable securities. Our strong balance sheet enables us to invest in initiatives to drive sustainable growth.

Wide-reaching and global relevance: As of December 31, 2022, Nextdoor was in more than 305,000 neighborhoods globally, 1 in 3 U.S. households and 1 in 4 UK households.

We monitor WAUs as a key operational metric to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Moreover, we believe revenue is the primary measure of the performance of our business, as it provides comparability against competitors and is aligned to our strategic focus on growth objectives.

Nextdoor Kind Foundation

The Nextdoor Kind Foundation (the “Foundation”), founded in 2021, was created with a mission to fund microgrants to individuals, nonprofits, and small businesses, enabling them to solve challenges and organize in their own neighborhoods and communities. The Foundation formally launched in November 2022 with the “Keep it Local Business Fund,” open to individuals, nonprofits, and small businesses who seek to support neighborhoods at the hyper-local level. In early 2023, the Foundation awarded grants in the total amount of $100,000 to small business owners of color, in partnership with the NAACP, the largest and most pre-eminent civil rights organization in the United States, and Hello Alice, a free platform helping over one million small businesses launch and grow. The Keep it Local Business Fund is the first phase of the Foundation’s commitment to providing local grants to help neighbors strengthen their local communities. In addition to the grant, recipients will receive resources and tools to grow their business and personalized training, including on the Nextdoor platform.

1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account.


			2023 Proxy Statement						3


Proxy Statement Summary

Corporate Governance Practices

We are committed to good corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. Key elements of our independent Board and leadership practices are outlined below, and discussed further in this Proxy Statement:

Board Diversity

We strive to maintain a diverse Board of Directors and ensure diversity is a factor when identifying potential new directors. 40% of our current directors are diverse and 40% of our current directors are female.

Independent Board and Committee Oversight

A majority of our directors are independent (nine out of ten current directors). Our independent directors conduct regular executive sessions.

All committees of the Board of Directors are composed of independent directors.

Lead Independent Director

If the positions of chairperson of our Board of Directors and chief executive officer are held by the same person, our Board of Directors may, by a majority vote of our independent directors, designate a lead independent director. Our lead independent director has well-defined responsibilities that are set forth in our corporate governance guidelines.

Comprehensive Risk Oversight Practices

Our Audit and Risk Committee oversees our comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas.

Corporate Responsibility and Sustainability

Our Nominating, Corporate Governance and Corporate Responsibility Committee oversees our programs relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters.

Annual Board Evaluation

Our Board of Directors and committees conduct self-evaluations annually to assess performance.

Related Party Transactions

Our Board of Directors has related party transaction standards for any direct or indirect involvement of a director or other related party in the company’s business activities.

Open Communication

Our directors maintain open communication and strong working relationships among themselves and have regular access to management.

Our Commitment to Neighborhood Vitality

Nextdoor is committed to creating a welcoming platform, offering neighbors around the world a place to build authentic connections, both online and in real life. The need for connection is real and lasting, and Nextdoor is a place where neighbors can naturally come together to help make their local communities better.

A neighborhood with vitality can be characterized by a strong sense of community where neighbors, businesses, and public agencies can depend on each other to exchange valuable information, goods, and services. Nextdoor is committed to developing leading-edge product technology that encourages neighborly interactions and promotes neighborhood vitality.


4						2023 Proxy Statement


			Proxy Statement Summary

Product Features

In 2022, we iterated on core features that prioritize the vitality of neighborhoods on Nextdoor and in the real world, implementing updates driven by predictive technology and machine learning to help cultivate a kinder world where everyone has a neighborhood to rely on. We also built new features to enhance the quality of engagement and increase the trust and fairness of our moderation system. We will continue to focus on product innovations that demonstrate our commitment to neighborhood vitality throughout 2023. Some of our active in-product features include:

•Verification of real people and real businesses: Since Nextdoor launched in 2011, we’ve required everyone to sign up with their real names and addresses to foster mutual accountability and ensure that connections and conversations are authentic. In 2022, we worked to accelerate our verification process to improve the neighbor experience while maintaining the safety and trust that neighbors expect. We also added similar improvements to the verification process for businesses who are an equally critical element of each neighborhood.

•Kind Neighbor Pledge: Upon joining Nextdoor, all neighbors must agree to our updated Kind Neighbor Pledge, which is a commitment to be helpful, treat everyone in the Nextdoor community with respect, and to do no harm. It’s an opportunity to establish norms and expectations for our platform, and encourage prosocial behavior.

•Kindness Reminder: The Kindness Reminder automatically detects offensive language that may violate Nextdoor’s Community Guidelines and encourages the author to edit their content before they publish. It was the first of our core product features to introduce moments of friction aimed at slowing people down and combating bias. The Kindness Reminder delivered even better results in 2022 than in the prior year: neighbors who received the reminder edited or withheld their post 36% of the time (up from 35% in 2021).

•Launched notifications for removed content and enabled in-product appeals: In early 2022, we introduced additional transparency and appeals processes for neighbors whose content was moderated by the community. Neighbors were notified if their post or comment was removed via community moderation, with insight into which guideline it violated and a chance to appeal the decision by submitting the same content or an edited version for additional review. 6.5% of those content moderation decisions were appealed, and 11.4% of those appeals were successful.

•Constructive Conversations Reminder: This new reminder utilizes predictive technology to cultivate kindness and increase civility. Machine learning completes a holistic review of comment threads and encourages neighbors looking to join the conversation to set a more constructive tone as they reply. This feature is rooted in social psychology and expands on Nextdoor’s previously launched features, like the Kindness Reminder, which add moments of friction within the platform and help slow people down, ultimately fostering more productive conversations. The technology was recognized as an honoree for the Fast Company’s Innovation by Design Award.

Community Guidelines and Moderation

Nextdoor’s Community Guidelines are designed to keep interactions on the platform safe and productive. They are enforced by real people who live in the local neighborhoods they moderate and are supplemented by our internal Nextdoor Operations team as well as technology, all of which work to detect three main categories of guideline-violating content:

•Hurtful: Content that neighbors consider uncivil, e.g., insults, rudeness, name-calling.

•Harmful: Content that Nextdoor considers fraudulent or unsafe, e.g., violent or graphic.

•Other: Non-local content, spam, content posted in error.

Efforts to address guideline-violating content include:

•Tools to automatically detect and report harmful content.

•Product features that enable neighbors to report guideline-violating content.

•Volunteer community moderators who monitor community discussions and help keep dialogue on the platform civil.

•Our internal Neighborhood Operations Team of trained specialists who review content and accounts that have been flagged and take appropriate action to support the neighbors involved.


			2023 Proxy Statement						5


Proxy Statement Summary

Community moderation is essential to our platform because we want neighborhoods on Nextdoor to reflect the people who live in them in the real world. Many of our neighborhoods are made up of different people with differing viewpoints — we champion that and see Nextdoor as an essential building block for creating a stronger local community that promotes productive discourse.

Neighborhood Vitality Advisory Board

We work regularly with leading experts, including our Neighborhood Vitality Advisory Board, to iterate on our features and tools, and develop strategic research teams that further our work to create and maintain a welcoming platform.

An example of this research includes a study completed with The Justice Collaboratory at Yale Law School. The study explored whether social media platforms can be designed to encourage more civil conversations among neighbors while promoting individual and community well-being.2 The results validated one of Nextdoor’s core beliefs: that building human-centered products can positively shape the civility of conversations. Accordingly, we’ll continue to invest in quality engagement via our design and structure, enabling our platform to promote civility and other prosocial behaviors.

Our Approach to Human Capital Management

Our Culture and Core Values

Community is at the heart of Nextdoor and our growing community of employees is our lifeblood. Our employees have a wide range of experiences and perspectives, which fuel our purpose to cultivate a kinder world where everyone has a neighborhood they can rely on.

Our company core values are:

•Earn trust every day;

•Invest in community;

•Customer obsessed;

•Think big;

•Experiment and learn quickly; and

•Act like an owner.

We live these core values through our approach to our people practices, summarized below.

Diversity, Equity, Inclusion and Belonging

The principles of Diversity, Equity, Inclusion and Belonging (“DEIB”) are woven into the fabric of our organization and guide how we recruit, retain, and develop our talent.

Our commitment to DEIB begins at the top and is underscored by the importance of making diverse perspectives a business imperative. This is reflected in the racially diverse and gendered-balanced leaders that make up our Board of Directors, management team, and employees, and who all share in our passion for contributing to and effecting change in communities globally.

We thrive on creating a dynamic, inclusive environment that aims to support and value our employees, and contributes to our award-winning company culture. We have active and engaged Employee Resource Groups that are aligned around dimensions of diversity, such as gender, ethnicity, religion, sexual orientation and other shared attributes, which we believe help foster a sense of community, and a diverse and inclusive workplace. We also offer training sessions to our employees to emphasize awareness in self, bias and privilege, and inclusion.

Further, we focus our global recruitment efforts on ensuring that teams and hiring managers have the opportunity to consider qualified people from historically excluded groups for open roles. Moreover, we distribute a bi-annual employment engagement survey to measure our employees’ satisfaction at Nextdoor, including employees’ perspective on our current state of workplace inclusivity.

2 Journal of Online Trust and Safety. Promoting Online Civility Through Platform Architecture, September 2022.


6						2023 Proxy Statement


			Proxy Statement Summary

Learning, Development, and Engagement

Our Employee Value Proposition, which articulates the value we offer to employees and the experience they can expect during their career at Nextdoor, has four core tenets:

•Purpose: Employees are deeply connected to Nextdoor's purpose of creating a kinder world where everyone has a neighborhood they can rely on. They have a strong sense of pride in both the company and their individual jobs.

•Opportunity: Everyone in the world is a potential neighbor and therefore the total addressable market for our platform is massive. Nextdoor is a company where employees have an opportunity to positively impact everyone on the planet. Employees at Nextdoor are motivated by this notion and are driven to create something greater than themselves and to leave a legacy that will forever improve the world.

•Growth: Employees at Nextdoor are provided an opportunity for transformative growth that benefits both their own career journey and has significant impact on the company. Employees have autonomy and are empowered to do work that has an outsized impact on their career growth, their personal growth as human beings, and their ability to drive the company’s success.

•Welcoming: Employees are welcomed into a friendly and kind community of colleagues. We are built in the spirit of a great neighborhood, with colleagues who are helpful and embrace collaboration. We lead with inclusivity and transparency which creates a high degree of trust.

We have a dedicated Talent Management and Development team that develops and delivers company-wide people programs and learning and development experiences to promote our Employee Value Proposition and help our employees grow in their careers. The programs include performance feedback and promotion cycles and recognition through our “Nextdoor Values Awards.” Our learning and development experiences focus on onboarding new hires as well as offering workshops focused on skills development and compliance training.

We are committed to making Nextdoor the best place to work by engaging with, and listening to, our community of employees. We maintain ongoing connection with our team members through weekly all hands meetings, our speaker series, and bi-annual engagement surveys.

Compensation, Benefits and Perks

We provide employees with competitive compensation packages that include base salaries, sales commissions for certain employees, and equity awards. Additional benefits programs (which vary by country and region) include a 401(k) Plan with a company match, healthcare, vision, and dental insurance benefits, health savings and flexible spending accounts, flexible paid time off, parental leave, and other benefits tailored to the specific needs of our employees such as family forming, caregiving and mental health resources. We also support and encourage our employees to give back to our communities by giving each employee “Volunteer Time Off” to dedicate to the causes that matter most to them. We continue to review and update our compensation and benefits programs.


			2023 Proxy Statement						7

Proxy Statement

for the 2023 Annual Meeting of Stockholders

NEXTDOOR HOLDINGS, INC.

420 Taylor Street

San Francisco, California 94102

April 17, 2023

Information About Solicitation and Voting

The accompanying proxy is solicited on behalf of the Board of Directors of Nextdoor Holdings, Inc. for use at our 2023 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/KIND2023 on Tuesday, June 6, 2023 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this Proxy Statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 17, 2023. Our Annual Report for the fiscal year ended December 31, 2022 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.

Internet Availability of Proxy Materials

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.


8						2023 Proxy Statement

General Information About the Meeting

Purpose of the Annual Meeting

You are receiving this Proxy Statement because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

We intend to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any Internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and our stockholders’ time and money, and reduces our environmental impact.

Record Date; Quorum

Only holders of record of our Class A common stock and Class B common stock at the close of business on April 10, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 158,959,459 shares of Class A common stock and 215,565,288 shares of Class B common stock outstanding and entitled to vote. At the close of business on the Record Date, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote 15,020,399 shares of Class A common stock and 163,111,554 shares of Class B common stock at the Annual Meeting, or approximately 71.12% of the voting power of the shares of our Class A common stock and Class B common stock outstanding on such date. For at least ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 420 Taylor Street, San Francisco, California 94102.

The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

Participating in the Annual Meeting

•Instructions on how to attend the Annual Meeting are posted at www.proxyvote.com.

•You may log in to the meeting platform beginning at 8:45 a.m. Pacific Time/ 11:45 a.m. Eastern Time on June 6, 2023. The meeting will begin promptly at 9:00 a.m. Pacific Time/ 12:00 p.m. Eastern Time.

•You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/KIND2023.

•Stockholders of record and beneficial owners as of the Record Date may vote their shares electronically during the Annual Meeting.

•If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/KIND2023, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. We reserve the right to exclude questions that are irrelevant to meeting matters, irrelevant to the business of Nextdoor, or derogatory or in bad taste; that relate to pending or threatened litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the chair of the Annual Meeting). A webcast replay of


			2023 Proxy Statement						9


General Information About the Meeting

the Annual Meeting, including the Q&A session, will be archived on the “Investor Relations” section of our website, which is located at https://investors.nextdoor.com.

•If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/KIND2023. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website.

Voting Rights; Required Vote

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES”, “WITHHOLD AUTHORITY FOR ALL NOMINEES”, or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding advisory basis, of the compensation of our named executive officers will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Stockholders have four options with respect to the non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. You may vote for holding the non-binding advisory vote to approve the compensation of our named executive officers every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS,” or vote for “ABSTAIN.” The frequency receiving the greatest number of votes cast by stockholders at the Annual Meeting will be deemed to be the preferred frequency option of our stockholders.


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			General Information About the Meeting

Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting


Proposal		Board Recommendation	Page Reference
Proposal No. 1	The election of the Class II directors named in this Proxy Statement	FOR all nominees	24
Proposal No. 2	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR	33
Proposal No. 3	The approval, on a non-binding advisory basis, of the compensation of our named executive officers.	FOR	37
Proposal No. 4	The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers	ONE YEAR	38

None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated. None of our executive officers have any substantial interest in any matter to be acted upon other than Proposal No. 1, Proposal No. 3 and Proposal No. 4.

Abstentions; Broker Non-Votes

Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions and proxies marked “withhold authority” will have no effect on Proposal No. 1, Proposal No. 2, Proposal No. 3 or Proposal No. 4.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as an abstention. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1, Proposal No. 2, Proposal No. 3 or Proposal No. 4.


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General Information About the Meeting

Voting Instructions; Voting of Proxies

Vote By Internet

Vote By Telephone or Internet

Vote By Mail

You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/KIND2023, where stockholders may vote and submit questions during the meeting. Stockholders may vote before the Annual Meeting by visiting www.proxyvote.com. The meeting starts at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card.

You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

Votes submitted by telephone or through the Internet must be received by 8:59 p.m. Pacific Time / 11:59 p.m. Eastern Time on June 5, 2023. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.

We strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting virtually.


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			General Information About the Meeting

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

•delivering to our Secretary by mail a written notice stating that the proxy is revoked;

•signing and delivering a proxy bearing a later date;

•voting again by telephone or through the Internet; or

•attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Expenses of Soliciting Proxies

We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.


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Board of Directors and Committees of the Board of Directors; Corporate Governance Standards and Director Independence

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of our company. Our Corporate Governance Guidelines are available on the “Investor Relations” section of our website, which is located at https://investors.nextdoor.com, by clicking “Governance Documents” in the “Governance” section of our website. Our Nominating, Corporate Governance and Corporate Responsibility Committee reviews the Corporate Governance Guidelines annually, and changes are recommended to our Board of Directors as warranted.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our Board of Directors, officers, and employees, and we expect our agents, representatives, consultants and contractors to conform to the standards of our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at https://investors.nextdoor.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

Independence of Directors

The listing rules of the New York Stock Exchange (“NYSE”) require that a majority of the members of a listed company’s Board of Directors be independent. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a material relationship with the company, either directly or as an officer, partner or stockholder of the company, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, our Audit and Risk Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other committee of the Board of Directors: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors conducts an annual review of the independence of our directors. In its most recent review, our Board of Directors determined that John Hope Bryant, J. William Gurley, Leslie Kilgore, Mary Meeker, Jason Pressman, David Sze, Nirav Tolia, Chris Varelas, and Andrea Wishom, representing nine of our ten directors, are “independent directors” as defined under the applicable rules, regulations, and listing standards of NYSE and the applicable rules and regulations promulgated by the SEC. Our Board of Directors has also determined that all members of our Audit and Risk Committee, Compensation and People Development Committee, and Nominating, Corporate Governance and Corporate Responsibility Committee satisfy the relevant independence requirements.


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			Board of Directors and Committees of the Board of Directors

Board of Directors and Committee Self-Evaluations

We conduct an annual self-evaluation process for our Board of Directors and its committees. As part of this process, each member of our Board of Directors fills out a questionnaire prepared by our counsel to discuss their assessment of the performance of the Board of Directors and its committees, their own performance, and the performance of fellow members of the Board of Directors. Results from such assessment are aggregated and shared and discussed by our Nominating, Corporate Governance and Corporate Responsibility Committee and Board of Directors.

Our Board evaluation process is used:

•by our Board of Directors and Nominating Corporate Governance and Corporate Responsibility Committee to assess the current composition of our Board of Directors and its committees and make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors;

•by our Board of Directors and Nominating, Corporate Governance and Corporate Responsibility Committee to identify the strengths and areas of opportunity of each member of our Board of Directors and to provide insight into how each member of our Board of Directors can be most valuable;

•to improve agenda topics of the Board of Directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; and

•by our Nominating, Corporate Governance and Corporate Responsibility Committee as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the Board of Directors.

Board of Directors Leadership Structure

The Nominating, Corporate Governance and Corporate Responsibility Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors with respect thereto as appropriate. When the positions of chairperson and chief executive officer are held by the same person, our Board of Directors may, by a majority vote of our independent directors, designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person, the chairperson schedules and sets the agenda for meetings of our Board of Directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings.

The responsibilities of the lead independent director include:

•calling separate meetings of the independent directors;

•facilitating discussion and open dialogue among the independent directors during meetings of the Board of Directors, executive sessions and outside of meetings of the Board of Directors;

•serving as the principal liaison between the chairperson and the independent directors;

•communicating to the chairperson and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by the independent directors in executive sessions or outside of meetings of the Board of Directors;

•providing the chairperson with feedback and counsel concerning the chairperson’s interactions with the Board of Directors;

•coordinating with the chairperson to set the agenda for meetings of the Board of Directors, taking into account input from other independent directors;

•providing the chairperson and management with feedback on meeting schedules and the appropriateness, including the quality and quantity, and timeliness of information provided to the Board of Directors;

•recommending the retention of advisors and consultants who report directly to the Board of Directors when appropriate;


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Board of Directors and Committees of the Board of Directors

•providing leadership to the Board of Directors if circumstances arise in which the role of the chairperson may be, or may be perceived to be, in conflict;

•if appropriate, and in coordination with management, being available for consultation and direct communication with major stockholders; and

•performing such other functions and responsibilities as requested by the Board of Directors from time to time.

Currently, our Board of Directors believes that it should maintain flexibility to select the chairperson of our Board of Directors and adjust our Board of Directors leadership structure from time to time. Ms. Friar, our Chief Executive Officer and President, is also the Chairperson of our Board of Directors. Our Board of Directors determined that having our Chief Executive Officer also serve as the Chairperson of our Board of Directors provides us with optimally effective leadership and is in our best interests and those of our stockholders. Our Board of Directors believes that Ms. Friar’s strategic vision for our business, her in-depth knowledge of our operations and our industry, and her experience serving on our Board of Directors and as Chief Executive Officer since 2018 make her well qualified to serve as both Chairperson of our Board of Directors and Chief Executive Officer.

Because Ms. Friar serves in both these roles, our Board of Directors appointed Chris Varelas to serve as our lead independent director. As lead independent director, Mr. Varelas presides over periodic meetings of our independent directors, serves as a liaison between the chairperson of our Board of Directors and the independent directors, and performs such additional duties as our Board of Directors may otherwise determine and delegate.

Our Board of Directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board of Directors, and sound corporate governance policies and practices.

Presiding Director of Non-Employee Director Meetings

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, currently Mr. Varelas, is the presiding director at these meetings.

Committees of Our Board of Directors

Our Board of Directors has established an Audit and Risk Committee, a Compensation and People Development Committee, and a Nominating, Corporate Governance and Corporate Responsibility Committee. The composition and responsibilities of each committee are described below.

Each of these committees has a written charter approved by our Board of Directors. Copies of the charters for each committee are available, without charge, upon request in writing to Nextdoor Holdings, Inc., 420 Taylor Street, San Francisco, California 94102, Attn: Head of Legal & Corporate Development and Secretary, or in the “Investor Relations” section of our website, which is located at https://investors.nextdoor.com, by clicking on “Governance Documents” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors.


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			Board of Directors and Committees of the Board of Directors

AUDIT AND RISK COMMITTEE

Our Audit and Risk Committee is

responsible for, among other things:

•selecting a firm to serve as our independent registered public accounting firm to audit our financial statements;

•ensuring the independence of the independent registered public accounting firm, reviewing the qualifications and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to anonymously submit concerns about accounting, audit or other matters;

•considering the adequacy of internal controls and the design, implementation, and performance of the internal audit function;

•reviewing related party transactions that are material or otherwise implicate disclosure requirements;

•pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm; and

•reviewing legal, financial, technology, and enterprise risk exposures and the steps management has taken to monitor and control such exposures.

Members:

David Sze (Chair)

Jason Pressman

Chris Varelas (ACFE)

Independence:

Each member of our Audit and Risk Committee is independent under the current NYSE and SEC rules and regulations.

Financial Literacy:

Each member of our Audit and Risk Committee is financially literate as required by the current NYSE listing standards.

Audit Committee Financial Expert: Our Board of Directors has also determined that Mr. Varelas is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended, or the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our Audit and Risk Committee and our Board of Directors.


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Board of Directors and Committees of the Board of Directors

COMPENSATION AND PEOPLE DEVELOPMENT COMMITTEE

Our Compensation and People Development Committee is responsible for, among other things:

•evaluating, recommending to the Board of Directors, approving and reviewing its executive officer and director compensation arrangements, plans, policies, and programs;

•reviewing and recommending to the Board of Directors the form and amount of its compensation of its non-employee directors;

•reviewing, at least annually, the goals and objectives to be considered in determining the compensation of our chief executive officer and other executive officers;

•reviewing with management its organization and people activities;

•administering and interpreting our cash and equity incentive compensation plans;

•reviewing and approving, or making recommendations to the Board of Directors with respect to, cash and equity incentive compensation; and

•establishing our overall compensation philosophy.

Members:

Leslie Kilgore (Chair)

Mary Meeker

Andrea Wishom

Independence:

Each member of our Compensation and People Development Committee is independent under the current NYSE and SEC rules and regulations.

Non-Employee Directors:

Each member of our Compensation and People Development Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.


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			Board of Directors and Committees of the Board of Directors

NOMINATING, CORPORATE GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE

Our Nominating, Corporate Governance and Corporate Responsibility Committee is responsible for, among other things:

•identifying, considering, and recommending candidates for membership on the Board of Directors, and recommending to the Board of Directors the desired qualifications, expertise, and characteristics of members of the Board of Directors;

•developing and recommending corporate governance guidelines and policies;

•periodically consider and make recommendations to the Board of Directors regarding the size, structure and composition of the Board of Directors and its committees;

•reviewing and recommending to the Board of Directors any changes to the corporate governance guidelines;

•reviewing any corporate governance related matters required by the federal securities laws;

•reviewing proposed waivers of the code of conduct for directors and executive officers;

•assisting the Board of Directors in overseeing its programs related to corporate responsibility and sustainability;

•overseeing the process of evaluating the performance of the Board of Directors and its committees; and

•advising the Board of Directors on corporate governance matters.

Members:

Chris Varelas (Chair)

John Hope Bryant

Independence:

Each member of our Nominating, Corporate Governance and Corporate Responsibility Committee is independent under the current NYSE and SEC rules and regulations

Our Board of Directors’ Role in Risk Oversight

Our Board of Directors, as a whole, has responsibility for overseeing our risk management process, although the committees of our Board of Directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our Board of Directors and its committees is supported by our management reporting processes. Our management reporting processes are designed to provide our Board of Directors and our personnel responsible for risk assessment with visibility into the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity, compensation-related risk, and tax), human capital, legal, regulatory, cybersecurity and data privacy and reputational risks. Our Board of Directors reviews strategic and operational risk in the context of discussions, question-and-answer sessions, and reports from the management team at each regular Board meeting, receives reports on all significant committee activities at each regular Board meeting, and evaluates the risks inherent in significant transactions.

Each committee of the Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus, as described below. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board of Directors leadership structure supports this approach. The Audit and Risk Committee reviews (i) our major financial risks and enterprise exposures and the steps management has taken to monitor or mitigate such risks and exposures, including our risk assessment and risk management policies, as well as cybersecurity and data privacy risks and risk exposures in other areas, as the Audit and Risk Committee deems


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Board of Directors and Committees of the Board of Directors

appropriate from time to time; (ii) our programs for promoting and monitoring compliance with applicable legal and regulatory requirements, as well as major legal regulatory compliance risk exposures and the steps management has taken to monitor or mitigate such exposures; and (iii) the status of any significant legal and regulatory matters and any material reports or inquiries received from regulators or government agencies that reasonably could be expected to have a significant impact on our financial statements. The Compensation and People Development Committee reviews major compensation- and human capital-related risk exposures and the steps management has taken to monitor or mitigate such exposures. The Nominating, Corporate Governance and Corporate Responsibility Committee reviews and assesses risks relating to our corporate governance practices, reviews and assesses our performance, risks, controls, and procedures relating to corporate responsibility and sustainability, including ESG, reviews the independence of our Board of Directors, and reviews and discusses our Board of Directors’ leadership structure and role in risk oversight.

Cybersecurity Risk Oversight

Protecting the confidentiality, integrity, and availability of our systems and data, and securing the information of our users, team members, vendors, and other third parties is important to us. We have adopted physical, technological, and administrative controls for our data and systems, defined policies and procedures for cyber incident detection, containment, response, and remediation, and are continuing to take steps to further mature our program. While everyone at our company, including our management, plays a part in managing these risks, oversight responsibility is shared by our Board of Directors and our Audit and Risk Committee.

Our Chief Information Security Officer provides regular cybersecurity updates in the form of written reports and presentations to our Audit and Risk Committee at every quarterly meeting. Our Audit and Risk Committee regularly reviews metrics about cyber incidents, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. Additionally, we leverage industry standard frameworks to drive strategic direction and maturity improvement, and maintain information security risk insurance coverage.

Management Succession Planning

Our Board of Directors recognizes that one of its most important duties is its oversight of succession planning for our Chief Executive Officer. Our Board of Directors has delegated primary oversight responsibility for succession planning for our Chief Executive Officer to the Compensation and People Development Committee and the Nominating, Corporate Governance and Corporate Responsibility Committee. Our Board of Directors, with the assistance of the Nominating, Corporate Governance and Corporate Responsibility Committee, if requested by the Board of Directors, is responsible for identifying, evaluating, and selecting potential successors for our Chief Executive Officer’s direct reports. Our Board of Directors continues to regularly evaluate its succession planning to ensure that we are well-positioned to continue to execute on our corporate strategy.

Oversight of Corporate Strategy

Our Board of Directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our Board of Directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our Board of Directors’ diverse skill set and experience enhances our Board of Directors’ ability to support management in the execution and evaluation of our corporate strategy. The independent members of our Board of Directors also hold regularly scheduled executive sessions at which strategy is discussed.

Compensation and People Development Committee Interlocks and Insider Participation

The members of our Compensation and People Development Committee during 2022 included Mr. Sze and Mses. Kilgore, Meeker, and Wishom. No member of our Compensation and People Development Committee in 2022 was at any time during 2022 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under the Exchange Act, or Regulation S-K. During 2022, none of our executive officers served as a member of the Board of Directors, or as a member of the Compensation and People Development Committee or similar


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			Board of Directors and Committees of the Board of Directors

committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation and People Development Committee.

Anti-Hedging

We have adopted an Insider Trading Policy that applies to all of our employees, contractors, consultants, directors, and officers, including our Chief Executive Officer and other executive officers, which prohibits such individuals from engaging in hedging or monetization transactions involving our securities, such as zero cost collars and forward sales contracts, or from contributing our securities to exchange funds in a manner that could be interpreted as hedging.

Board of Directors and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. Our Board of Directors met six times and acted by unanimous written consent five times, the Compensation and People Development Committee met ten times and acted by unanimous written consent two times, the Audit and Risk Committee met four times and acted by unanimous written consent one time, and the Nominating, Corporate Governance and Corporate Responsibility Committee met three times and acted by unanimous written consent zero times. Each member of our Board of Directors attended at least 75% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served.

Board of Directors Attendance at Annual Stockholders’ Meeting

Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders. Five members of our Board of Directors were present at our 2022 Annual Meeting of Stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of Directors, or a specific member of our Board of Directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Secretary.

All communications are reviewed by the Secretary and provided to the members of our Board of Directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our Board of Directors will not be provided to directors.

The address for these communications is:

Nextdoor Holdings, Inc.

c/o Head of Legal & Corporate Development and Secretary

420 Taylor Street

San Francisco, California 94102


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Nominations Process and Director Qualifications

Nomination to the Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Nominating, Corporate Governance and Corporate Responsibility Committee in accordance with the committee’s charter, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the criteria approved by our Board of Directors regarding director candidate qualifications. In recommending candidates for nomination, the Nominating, Corporate Governance and Corporate Responsibility Committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

Director Qualifications; Diversity

With the goal of developing a diverse, experienced and highly qualified Board of Directors, the Nominating, Corporate Governance and Corporate Responsibility Committee is responsible for developing and recommending to our Board of Directors the desired qualifications, expertise, and characteristics of members of our Board of Directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our Board of Directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board of Directors to possess. We value diversity on a company-wide basis and seek to achieve a mix of members to our Board of Directors that represent a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation. Although the Board of Directors does not establish specific goals with respect to diversity, the Board of Directors’ overall diversity is a significant consideration in the director nomination process.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our Board of Directors from time to time, our Board of Directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal and regulatory requirements and the provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and charters of the committees of our Board of Directors. In addition, neither our Board of Directors nor our Nominating, Corporate Governance and Corporate Responsibility Committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the Nominating, Corporate Governance and Corporate Responsibility Committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our Board of Directors in the context of its existing composition. Through the nomination process, the Nominating, Corporate Governance and Corporate Responsibility Committee seeks to promote membership to the Board of Directors that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal No. 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time.


22						2023 Proxy Statement


			Nominations Process and Director Qualifications

The following charts reflect the age, gender, racial and ethnic diversity, and independence of the ten members of our Board of Directors continuing in office following the annual meeting, assuming the election of all nominees:

Gender


n Female n Male n Did Not Disclose

Demographic Background


n White n Black or African American n Asian n 2 or More Races n Did Not Disclose

Independence


n Independent n Not-Independent

Age


n <51 n 51-61 n 61+


			2023 Proxy Statement						23

Proposal No. 1: Election of Directors

Our Board of Directors currently consists of ten directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2024 and 2025, respectively. At the recommendation of our Nominating, Corporate Governance and Corporate Responsibility Committee, our Board of Directors proposes that each of the three Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

Nominees to Our Board of Directors

The nominees and their ages, occupations, and length of service on our Board of Directors as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.


Name of Director/Nominee	Age	Position	Director Since

Sarah Friar	50	Chairperson	November 2021
Leslie Kilgore(1)	57	Director	November 2021
David Sze(2)	57	Director	November 2021

1.Chairperson of the Compensation and People Development Committee

2.Chairperson of the Audit and Risk Committee


24						2023 Proxy Statement


			Proposal No. 1


						Sarah Friar CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRPERSON OF THE BOARD OF DIRECTORS Previously, Ms. Friar served as Nextdoor, Inc.’s Chief Executive Officer and President and as a member of Nextdoor Inc.’s Board of Directors from December 2018 until November 2021. Prior to joining Nextdoor, Inc., Ms. Friar served as the Chief Financial Officer at Square, Inc., a financial technology company, from July 2012 to December 2018, Senior Vice President of Finance & Strategy at salesforce.com, inc., a customer relationship management technology company, from April 2011 to July 2012, and Lead Software Analyst and Business Unit Leader at Goldman Sachs, a multinational investment bank, from 2000 to April 2011. She currently serves on the Board of Directors for Walmart Inc. and Dragoneer Growth Opportunities Corp. III. Ms. Friar previously served on the Board of Directors of Slack Technologies, Inc., Dragoneer Growth Opportunities Corp., Dragoneer Growth Opportunities Corp. II, and New Relic, Inc. Ms. Friar holds a M.Eng. from the University of Oxford and an M.B.A. from Stanford University Graduate School of Business. We believe that Ms. Friar is qualified to serve on the Board of Directors based on the important perspective she brings as our Chief Executive Officer, in addition to her significant industry experience.

Age: 50


Director Since: November 2021


Committees: None


						Leslie Kilgore DIRECTOR Ms. Kilgore served as the Chief Marketing Officer for Netflix, Inc., an online streaming service, from 2000 to 2012, and previously served as Director of Marketing for Amazon, a technology company, from 1999 to 2000. Ms. Kilgore currently serves on the Board of Directors of Netflix, Inc., and Pinterest, Inc. She previously served on the Board of Directors of LinkedIn and Medallia, Inc. Ms. Kilgore holds a B.S. in Economics from the Wharton School at the University of Pennsylvania and a M.B.A. from Stanford University Graduate School of Business. We believe that Ms. Kilgore is qualified to serve on the Board of Directors because of her experience as a marketing executive with internet retailers and her strategic and operational expertise.

Age: 57


Director Since: November 2021


Committees: Compensation and People Development Committee (Chair)


			2023 Proxy Statement						25


Proposal No. 1


						David Sze DIRECTOR Mr. Sze has served as a general partner at Greylock Partners, a venture capital firm, which he joined in 2000, where he primarily oversees investments in entrepreneurial and consumer technology companies. Previously, he was the Senior Vice President of Product Strategy at Excite and Excite@Home, a web portal for content. He previously served on the boards of directors of LinkedIn and Pandora Media, Inc. Additionally, he is a member of the Board of Trustees at Yale University and Rockefeller University. Mr. Sze also serves on the boards of directors for several private companies in the consumer technology sector. He holds a B.A. in Economics and Political Science from Yale University and an M.B.A. from Stanford University Graduate School of Business. We believe that Mr. Sze is qualified to serve on the Board of Directors because of his extensive background investing and advising consumer-facing internet and technology companies.

Age: 57


Director Since: November 2021


Committees: Audit and Risk Committee (Chair)

Continuing Directors

The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board of Directors as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Name of Director

Age

Position

Director Since

Class I Directors:

J. William Gurley

Director

November 2021

Jason Pressman(1)

Director

November 2021

Nirav Tolia

Director

November 2021

Class III Directors:

John Hope Bryant(2)

Director

November 2021

Mary Meeker(3)

Director

November 2021

Chris Varelas*(1)(4)

Director

November 2021

Andrea Wishom(3)

Director

November 2021

* Lead Independent Director

1.Member of the Audit and Risk Committee

2.Member of the Nominating, Corporate Governance and Corporate Responsibility Committee

3.Member of the Compensation and People Development Committee

4.Chairperson of the Nominating, Corporate Governance and Corporate Responsibility Committee


26						2023 Proxy Statement


			Proposal No. 1


						J. William Gurley DIRECTOR Mr. Gurley serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in 1999. Previously, he served as a partner of Hummer Windblad Venture Partners, a venture capital firm, a research analyst for Credit Suisse First Boston, an investment bank, and a design engineer at Compaq Computer Corporation, a manufacturer of computers and related components. Mr. Gurley currently serves on the board of directors of Stitch Fix, Inc. Mr. Gurley previously served on the board of directors of Zillow Group, Inc., GrubHub, Inc., OpenTable, Inc., and Ubiquiti Networks, Inc. Mr. Gurley holds a B.S. in Computer Science from the University of Florida and an M.B.A. from the University of Texas. We believe Mr. Gurley is qualified to serve as a member of the Board of Directors due to his extensive experience with technology companies, including his experience as a member of the boards of directors of public technology companies and as a venture capitalist investing in technology companies.

Age: 56


Director Since: November 2021


Committees: None


						Jason Pressman DIRECTOR Mr. Pressman has been a managing director at Shasta Ventures, a venture capital firm, since 2005. Previously, Mr. Pressman was Vice President of Strategy and Operations at Walmart.com, an e-commerce company and subsidiary of Walmart Inc., from 2000 to 2004. Mr. Pressman currently serves on the board of directors for Zuora, Inc. He also serves on the boards of directors of a number of private companies, particularly in the software-as-a-service ("SAAS") and online service industries. He holds a B.S. in Finance from the University of Maryland, College Park and a M.B.A. from Stanford University Graduate School of Business. We believe that Mr. Pressman is qualified to serve on the Board of Directors because of his operations and strategy experience gained from the retail industry and his corporate finance experience gained in the venture capital industry, garnered through his service on the boards of directors of various technology companies.

Age: 49


Director Since: November 2021


Committees: Audit and Risk Committee


			2023 Proxy Statement						27


Proposal No. 1


						Nirav Tolia DIRECTOR Mr. Tolia is a co-founder of Nextdoor, Inc. and previously served as its Chief Executive Officer from September 2010 to December 2018. Since December 2019, Mr. Tolia has been primarily engaged as an advisor to and investor in early-stage internet companies. Before his tenure at Nextdoor, Inc., Mr. Tolia was an Entrepreneur in Residence at Benchmark Capital, a venture capital firm, Chief Operating Officer of Shopping.com, an online shopping website, and Chief Executive Officer and co-founder of Epinions.com Corporation, a consumer review website company. Mr. Tolia currently is Executive Chair of Hedosophia in addition to an advisor and investor to early stage internet companies. He earned a B.A. in English from Stanford University. We believe that Mr. Tolia is qualified to serve on the Board of Directors based on the historical knowledge and experience he brings as Nextdoor Inc.’s co-founder and former Chief Executive Officer, along with his extensive experience creating and leading pioneering consumer internet companies.

Age: 51


Director Since: November 2021


Committees: None


						John Hope Bryant DIRECTOR Mr. Bryant has served as the Founder, Chairman, and Chief Executive Officer of Operation HOPE Inc, a nonprofit financial services network for the underserved, since May 1992. Mr. Bryant has also served as the Chairman and Chief Executive Officer of Bryant Group Ventures, Inc., a private holding group, since 1991, and the Founder and Principal of the Promise Homes Company, a single-family residential rental property management company, since June 2017. He previously served on the board of directors for Ares Commercial Real Estate Corporation. Mr. Bryant was a participant at the Global Public Policy & Leadership Program at the Harvard University John F. Kennedy School of Government and attended Hollywood Professional School. We believe that Mr. Bryant is qualified to serve on the Board of Directors because of his experience as an entrepreneur and his valuable combination of leadership and practical knowledge.

Age: 57


Director Since: November 2021


Committees: Nominating, Corporate Governance and Corporate Responsibility Committee


28						2023 Proxy Statement


			Proposal No. 1


						Mary Meeker DIRECTOR Ms. Meeker has been a general partner at BOND, a global technology investment firm, since January 2019. Prior to co-founding BOND, she was a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, from December 2010 to December 2018. From 1991 to 2010, Ms. Meeker worked as a managing director at Morgan Stanley, an investment bank. Ms. Meeker serves on the board of directors of Block, Inc. She previously served on the boards of directors of Lending Club Corporation and DocuSign, Inc. Ms. Meeker earned a B.A. in psychology from DePauw University and an M.B.A. from the Johnson Graduate School of Management at Cornell University. We believe that Ms. Meeker is qualified to serve on the Board of Directors because of her extensive experience as an investor in technology companies and also as a research analyst covering technology companies.

Age: 63


Director Since: November 2021


Committees: Compensation and People Development Committee


						Chris Varelas DIRECTOR Mr. Varelas has served as co-founder of Riverwood Capital, a private equity firm, since January 2008. Prior to founding Riverwood Capital, he was a managing director at Citigroup Global Markets, Inc., an investment bank, where he also served as Global Head of Technology, Media & Telecom Investment Banking. Mr. Varelas serves on the boards of directors of a number of private companies and institutions. He also serves on the advisory boards for Streamlined Ventures and the RAND Corporation's Center for Global Risk and Security. Mr. Varelas earned a B.A. in Economics and Philosophy from Occidental College and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Varelas is qualified to serve on the Board of Directors because of his extensive business and financial experience in the technology sector.

Age: 59


Director Since: November 2021


Committees: Audit and Risk Committee; Chairperson of the Nominating, Corporate Governance and Corporate Responsibility Committee


			2023 Proxy Statement						29


Proposal No. 1


						Andrea Wishom DIRECTOR Ms. Wishom serves as the President of Skywalker Holdings, LLC, a private holding company, and before that as Chief Operations Officer since 2015. Before joining Skywalker, Ms. Wishom spent over 20 years at Harpo Productions, an American multimedia production company. At Harpo Productions she held various production, programming, development and executive roles for The Oprah Winfrey Show, Harpo Studios and OWN: The Oprah Winfrey Network and most recently as the Executive Vice President. Ms. Wishom currently serves on the board of directors of Pinterest, Inc. She earned a B.A. in English from the University of California, Berkeley. We believe that Ms. Wishom is qualified to serve on the Board of Directors because of her management experience and extensive experience in the online media and retail industries.

Age: 53


Director Since: November 2021


Committees: Compensation and People Development Committee

There are no family relationships among our directors and executive officers.

Non-Employee Director Compensation Program

Our compensation arrangements for non-employee directors are reviewed periodically by our Compensation and People Development Committee and our Board of Directors. In addition, at the Compensation and People Development Committee’s direction, Compensia, Inc., the Compensation and People Development Committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group.

In 2022, our Compensation and People Development Committee reviewed and recommended, and following such recommendation, our Board of Directors approved a non-employee compensation program in May 2022. Under this program, our non-employee directors receive cash and equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. We also reimburse our non-employee directors for reasonable, customary and documented expenses for travel to and from board meetings. With respect to cash compensation, non-employee directors are entitled to an annual fee equal to $35,000, which is payable quarterly in arrears and pro-rated for partial quarters served. There are no cash fees for membership on the committees of the Board of Directors. With respect to equity, each new non-employee director is entitled to receive an initial stock option grant under our 2021 Equity Incentive Plan (the “2021 EIP”) with a grant date fair value of $350,000 (the “Initial Award”), which award vests monthly over a two-year period. Following initial appointment, each non-employee director who is serving on, and will continue to serve on the Board of Directors following each annual meeting of our stockholders, will be granted a stock option under our 2021 EIP with a grant date fair value of $175,000, which award vests monthly over a twelve-month period (the “Annual Award”). For 2022, the Annual Award was only granted to such non-employee directors who did not otherwise have equity subject to vesting on the grant date of the 2022 Annual Award. The Initial Award and each Annual Award accelerate in full upon consummation of a Corporate Transaction (as defined in the 2021 EIP).


30						2023 Proxy Statement


			Proposal No. 1

Non-Employee Director Compensation

Other than with respect to Ms. Friar, who does not receive compensation in her capacity as a director, the following table provides information for the year ended December 31, 2022 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2022. The compensation received by Ms. Friar as Chief Executive Officer of the company is shown in “Executive Compensation—2022 Summary Compensation Table” below.



Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)	Total ($)

John Hope Bryant	17,500	—	17,500
J. William Gurley	17,500	52,005	69,505
Leslie Kilgore	17,500	—	17,500
Mary Meeker	17,500	52,005	69,505
Jason Pressman	17,500	52,005	69,505
David Sze	17,500	52,005	69,505
Nirav Tolia	17,500	52,005	69,505
Chris Varelas	17,500	52,005	69,505
Andrea Wishom	17,500	—	17,500

1. The amounts reported in this column represent the aggregate grant date value of stock option awards made to directors in the year ended December 31, 2022 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.

2. The following table sets forth information on stock options granted to non-employee directors during fiscal 2022, the aggregate number of shares underlying outstanding stock options held by our non-employee directors as of December 31, 2022, and the aggregate number of shares underlying outstanding unvested stock options held by our non-employee directors as of December 31, 2022:



Name	Number of Shares Underlying Stock Options Granted in Fiscal 2022 (#)	Number of Shares Underlying Stock Options Outstanding at Fiscal Year End (#)	Number of Shares Underlying Unvested Stock Options Outstanding at Fiscal Year End (#)

John Hope Bryant(a)	—	162,789	100,544
J. William Gurley(b)	24,647	24,647	12,324
Leslie Kilgore(c)	—	—	33,513
Mary Meeker(b)	24,647	24,647	12,324
Jason Pressman(b)	24,647	24,647	12,324
David Sze(b)	24,647	24,647	12,324
Nirav Tolia(b)	24,647	5,096,771	12,324
Chris Varelas(b)	24,647	24,647	12,324
Andrea Wishom(d)	—	229,820	100,544

a.This stock option vests at a rate of 1/48th of the shares underlying the stock option each month following the vesting commencement date of September 29, 2020, subject to continued service. The stock option is early exercisable.


			2023 Proxy Statement						31


Proposal No. 1

b.This stock option vests at a rate of 1/12th of the shares underlying the stock option each month following the vesting commencement date of June 16, 2022, subject to continued service; provided that the award shall be fully vested on the date of the 2023 annual meeting of stockholders, so long as the non-employee director continues to provide services through such date.

c.Ms. Kilgore early exercised a stock option with respect to 229,820 shares of Class B common stock on August 21, 2019. As of December 31, 2022, 196,307 of such exercised shares were vested. The remaining 33,513 unvested shares of Class B common stock issued upon such exercise vest at a rate of 1/48th of the total shares subject to the exercised option each month following the vesting commencement date of July 22, 2019, subject to continued service.

d.This stock option vests at a rate of 1/48th of the shares underlying the stock option each month following the vesting commencement date of September 29, 2020, subject to continued service. The stock option is early exercisable.

Vote Required

The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon which means that the three individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Abstentions, “withhold authority” votes and broker non-votes will have no effect on the outcome of this proposal.



						Board Recommendation Our Board of Directors recommends a vote “FOR ALL NOMINEES” in the Election of the Class II Directors.


32						2023 Proxy Statement

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit and Risk Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2023, and recommends that stockholders vote for ratification of such selection. The ratification of the selection of EY as our independent registered public accounting firm for the year ending December 31, 2023, requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that EY is not ratified by our stockholders, the Audit and Risk Committee will review its future selection of EY as our independent registered public accounting firm.

EY audited our financial statements for the year ended December 31, 2022. Representatives of EY are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions. EY has served as the independent registered public accounting firm of Nextdoor, Inc. since 2018.

As previously disclosed in our Current Report on Form 8-K filed on November 11, 2021, our Audit and Risk Committee (i) approved the engagement of EY as our independent registered public accounting firm to audit our consolidated financial statements for the year ended December 31, 2021, and (ii) replaced Marcum LLP (“Marcum”) and BDO USA, LLP (“BDO”), the independent registered public accounting firms of Khosla Ventures Acquisition Co. II (“KVSB”) prior to the business combination, as our independent registered public accounting firm.

The reports of Marcum on KVSB’s financial statements as of February 1, 2021 and for the period from January 29, 2021 through February 1, 2021 and KVSB’s balance sheet as of March 26, 2021 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph relating to KVSB’s ability to continue as a going concern in KVSB’s audited financial statements as of February 1, 2021 and for the period January 29, 2021 through February 1, 2021.

During the period January 29, 2021 through February 1, 2021 and through the date of termination, August 8, 2021, there were no “disagreements” wi

SEC Form DEF 14A filed by Nextdoor Holdings Inc.