Nextdoor Holdings, Inc.
For the period ended Jun 10, 2025. Filed Apr 21, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2025 · Filed Apr 21, 2025
Contents
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
| Election of DirectorsOur 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 four Class I directors for a three-year term expiring at the 2028 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 four 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 |
| J. William Gurley | 58 | November 2021 |
| Jason Pressman | 51 | November 2021 |
| Elisa Steele | 58 | July 2024 |
| Nirav Tolia | 53 | November 2021 |
Board Recommendation"FOR ALL NOMINEES" for this proposal
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, 2025. Information regarding fees paid to Ernst & Young LLP during 2024 and 2023 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
| 2025 Proxy Statement | 1 |
Proxy Statement Summary
Advisory Vote on the Compensation of our Named Executive OfficersWe 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
Key 2024 Business Highlights
Nextdoor is the essential neighborhood network. Neighbors, public agencies and businesses use Nextdoor to connect around local information that matters in more than 340,000 neighborhoods globally, across 11 countries. The Nextdoor platform fosters discussion focused on real-world utility and discovery, enables instant distribution of timely local information, and ensures trust and authenticity. This unique combination drives genuine, high-intent engagement, and helps neighborhoods thrive both online and in the real world. Through innovative technology, a focus on relevant content, and a proprietary advertising platform, Nextdoor helps create vibrant communities while empowering businesses of all sizes to reach highly engaged audiences.
In 2024, we achieved further gains in user metrics, revenue growth, and operating leverage. Weekly Active Users ("WAU") increased by 8% year-over-year, while revenue grew by 13%, accelerating throughout the year. Continued strong Verified Neighbor 1 acquisition and improved content relevance and notifications contributed to higher ad impressions, while investments in our advertising platform improved advertiser performance and revenue retention. As of December 31, 2024, Nextdoor had more than 100 million Verified Neighbors and 46 million WAU, reaching 1 in 3 households in the U.S.
We launched our NEXT initiative in 2024, a longer-term effort to transform our product into an essential local platform that enriches the lives of neighbors everywhere. NEXT aims to keep users informed through better local content, safe through timely and relevant alerts, and connected through the sharing of recommendations and collective wisdom.
1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account.
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Proxy Statement Summary
Key business highlights include:
| >100MGlobal Verified Neighbors | ~46MWAU | |||
| Increasing reach: As of December 31, 2024, Nextdoor had more than 100 million global Verified Neighbors. | Strong engagement: WAU reached approximately 46 million in Q4 2024, increasing 10% year-over-year. | |||
| $247M2024 Total Revenue | $427MCash, cash equivalents and marketable securities | 340K+Neighborhoods | ||
| Continued revenue growth: 2024 total revenue reached $247.3 million, increasing 13% year-over-year.We also built a healthier baseline for investment: We increased efficiency in each successive quarter in 2024. Employee productivity — measured by revenue per employee — improved by nearly 50% year-over-year, reflecting a more focused team. | Thoughtful capital allocation: We ended 2024 with $427 million in cash, cash equivalents and marketable securities and zero debt. In 2024, we repurchased 31M shares at an average share price of $2.44, consistently drove down share count and reduced our fully diluted share count by 5% year-over-year. | Global relevance: As of December 31, 2024, Nextdoor was in more than 340,000 neighborhoods globally and 1 in 3 U.S. households. | ||
Nextdoor Foundation
The Nextdoor Foundation (formerly Nextdoor Kind Foundation or the “Foundation”) was established in 2021 to help foster stronger, more connected neighborhoods by supporting trusted nonprofits and local leaders driving meaningful community impact. Since its launch in 2022, the Foundation has awarded over $350,000 in grants to individuals, nonprofits, and small businesses working to improve their communities at a hyper-local level.
Key initiatives to date include:
In 2022-2023, in partnership with the NAACP and Hello Alice, the Foundation awarded $200,000 in grants to small business owners of color, along with resources and training to support business growth.
In 2024, the Foundation distributed 100 microgrants totaling $50,000 to residents of Los Angeles County to fund grassroots efforts that uplift neighbors in need.
In 2024, through a partnership with Grapevine, a nonprofit that facilitates community-based giving circles, the Foundation provided $100,000 in grants to support local neighborhood initiatives.
Looking ahead, the Foundation is supporting 100 volunteer fire departments across the U.S. with grants to fund essential equipment, training, and other critical needs to serve local communities totaling $150,000 in donations.
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Proxy Statement Summary
The Foundation is independently funded and operated, focusing on delivering high-impact, locally-driven support aligned with Nextdoor’s mission to enrich the lives of neighbors everywhere.
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 of Directors and leadership practices are outlined below, and discussed further in this Proxy Statement:
| Broad Expertise, Experience and AttributesWe strive to maintain a Board of Directors comprised of individuals with a broad range of expertise, experience and attributes. Moreover, 40% of our current directors identify as diverse and 30% of our current directors identify as female. | Independent Board and Committee OversightA 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 DirectorIf 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 SustainabilityOur Nominating, Corporate Governance and Corporate Responsibility Committee oversees our programs relating to corporate responsibility and sustainability. | Annual Board EvaluationOur Board of Directors and committees conduct self-evaluations annually to assess performance. |
| Related Party TransactionsOur 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 CommunicationOur directors maintain open communication and strong working relationships among themselves and have regular access to management. |
| Compensation Recovery PolicyWe maintain a Compensation Recovery Policy that is applicable to our executive officers. | Stock Ownership GuidelinesIn 2024, we adopted stock ownership guidelines applicable to our executive officers and directors. |
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Proxy Statement Summary
Our Community- First Approach
Nextdoor is committed to fostering a welcoming platform where neighbors in 11 countries can connect—both online and in real life. We believe vibrant neighborhoods are built on strong community ties, where neighbors, businesses, and public agencies rely on one another to share valuable information, goods, and services. To strengthen these connections, we continue to develop innovative products that enhance neighborhood engagement and vitality.
In 2024, we advanced this mission by refining predictive technology and machine learning, deepening civic partnerships, and providing nonpartisan election resources in the U.S. By investing in the well-being of our neighborhoods, we aim to cultivate strong, thriving communities everywhere.
Community Guidelines and Moderation
Nextdoor’s Community Guidelines are designed to keep interactions safe and productive. To uphold these standards, content moderation is primarily conducted by real people—volunteer community moderators who live in the neighborhoods they oversee—supported by Nextdoor’s trained Operations staff and automated moderation tools. Together, they help detect, review, and take action against three key types of guideline violations:
Hurtful: Content that neighbors consider uncivil (e.g., insults, rudeness, name-calling).
Harmful: Content that is illegal, fraudulent, or unsafe (e.g., violent, graphic, discriminatory).
Other: Non-local content, spam, content posted in error.
Our localized approach ensures that moderation decisions account for community nuances, making conversations more relevant and responsive. With over 300,000 volunteer moderators, we champion differing viewpoints and constructive dialogue, positioning Nextdoor as a cornerstone of strong, engaged neighborhoods.
Investing in Safety- and Vitality-Driven Products
Maintaining neighborhood vitality and fostering a positive user experience are central to our mission. In 2024, we enhanced core features with AI and machine learning to improve engagement, trust, and fairness in moderation.
In particular, we refined key platform safety features to encourage constructive dialogue by reducing exposure to Hurtful content through toxicity models and filters. Our filtering system, which utilizes Google’s Perspective API and in-house detection tools, proactively limits the visibility of toxic material, easing the burden on moderators and promoting respectful discourse. This balanced approach safeguards neighborhood vitality while fostering meaningful conversations.
Some of our active in-product safety features include:
Verification of real people and real businesses: Users must sign up using their real names and addresses, ensuring authenticity. Businesses undergo similar verification to build trust.
Neighbor Pledge: New users agree to our Neighbor Pledge, reinforcing Community Guidelines and personal accountability.
AI-driven solutions: Human moderators and AI-powered tools work together to maintain a positive environment. Features like the Kindness Reminder and Constructive Conversations Reminder analyze tone and suggest constructive edits, while generative AI helps users draft engaging and guideline-compliant posts.
Notifications for removed content and in-product appeals: Users can appeal content removals or account suspensions in-app, while those who report content can also appeal if they believe moderation decisions were incorrect.
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Proxy Statement Summary
Collaboration with Non-Partisan Partners
We collaborate with leading civic groups in the U.S. to provide accurate and reliable information to neighbors. While national political content is not permitted on the Feed, we recognize that elections are significant to our neighbors. Ahead of the November 2024 U.S. election, we collaborated with Vote.org and Democracy Works to offer nonpartisan election information, including where, how, and when to vote. We also introduced an Elections Map to help neighbors easily locate their polling locations and other key resources.
To further enhance platform safety and engagement, we collaborate with leading experts, including our Neighborhood Vitality Board and academic institutions, to refine our features and tools, conduct strategic research, and address key challenges that impact neighborhood connections and online interactions. For example, in 2024, a Yale-led study on Nextdoor found that filtering highly toxic content does not negatively impact engagement, reinforcing that our platform can prioritize user well-being without sacrificing participation.
Through these efforts, Nextdoor continues to invest in a safer, more connected community where neighbors can engage constructively and authentically.
Talent Management and Development
Our Culture and Core Values
Community is at the heart of Nextdoor and our community of employees is the heart of the company. We are committed to attracting and retaining top talent by fostering an environment that promotes career growth and development. Our people practices are anchored in three core values:
Build for community;
Raise the bar; and
Act like an owner.
We support these values and our workforce with competitive compensation, comprehensive benefits, and initiatives. By living these principles, we empower our people to thrive and contribute to the success of Nextdoor.
Talent Acquisition, Development and Retention
At Nextdoor, we prioritize the acquisition, development, and retention of talent at all levels of the organization. Our hiring managers, in partnership with the Talent Acquisition team, focus on recruiting the best people with a long-term vision for success. Each new hire undergoes a comprehensive, standardized process with a strong emphasis on behavioral-based interviewing, ensuring we select individuals who align with our values and goals.
Through our People Business Partner team, we invest in continuous development of our employees, offering resources that support career growth. We facilitate company-wide performance feedback and promotion cycles, along with employee recognition initiatives like our “Nextdoor Values Awards”. Our learning and development programs are designed to onboard new hires effectively and provide ongoing opportunities for skills development and compliance training.
To foster an environment where employees feel engaged, valued, and heard, we actively seek and respond to their feedback through surveys, one-on-one interactions, and “All Hands” meetings that bring the entire company together. By maintaining open lines of communication, we stay attuned to our employees’ needs, ensuring we continue to evolve as an employer of choice for both current and future team members.
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Proxy Statement Summary
We strive to create a dynamic, inclusive environment that supports and values employees with a wide range of experiences and perspectives. Our Employee Resource Groups help foster a sense of community, strengthen connections, and contribute to a workplace where every employee feels valued.
Compensation, Benefits and Perks
We provide competitive compensation packages designed to meet the diverse needs of our employees. In addition to base salaries, equity awards, and sales commissions, these 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, and 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.
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| Proxy Statement for the 2025 Annual Meeting of Stockholders | NEXTDOOR HOLDINGS, INC.420 Taylor StreetSan Francisco, California 94102April 21, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.