DEF 14A of Gloo Holdings, Inc.
Filed May 27, 2026 · FY20250001193125-26-241947
Proposal No. 1—Election of directors
Proposal No. 1—Election of directors Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote “FOR ALL” director nominees named herein, (2) “WITHHOLD ALL” votes for all such director nominees or (3) vote “FOR ALL EXCEPT,” which is a vote for all director nominees other than any nominees with respect to whom your vote is specifically withheld by indicating such in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.
Nominees for Director—Class I
Nominees for Director—Class I Bishop Claude Alexander, Jr. has served on our board of directors since December 2022. Bishop Alexander has served as senior pastor of The Park Church in Charlotte, North Carolina since August 1990, as chief executive officer of The Park Expo and Conference Center since November 2006, and as vice presiding bishop of the Kingdom Association of Covenant Pastors since 2008. He also provided business development consulting services to Crowe LLP, a public accounting firm, from January 2023 to March 2024. Bishop Alexander serves on several boards of directors and has authored numerous devotional books. Bishop Alexander graduated from Gordon-Conwell Theological Seminary with a Doctorate of Ministry, from Pittsburgh Theological Seminary with a Master in Divinity and from Morehouse College with a Bachelor of Art in Philosophy. We believe Bishop Alexander is qualified to serve on our board of directors because of his extensive senior management experience in Christian organizations. John Furst has served on our board of directors since July 2019. Mr. Furst has more than 35 years of experience in leveraged acquisitions and private investments. Mr. Furst is the founder of Oak Stream Investors, a private investment firm founded in 2008. He manages his own capital making investments in real estate, oil and gas, fixed income securities and public and private equities. Mr. Furst has served on the board of directors of Capital Southwest Corporation, a credit provider to small and medium sized businesses listed on Nasdaq, since 2014. Mr. Furst has also served on the board of directors for Drilling Tools International, a provider of tools for land and offshore drilling listed on Nasdaq, since 2012. Prior to founding Oak Stream Investors, Mr. Furst worked in a variety of roles at investment banks and private equity firms, including as a partner with Hicks Muse Tate & Furst. Mr. Furst is also an adjunct professor at the University of North Texas and the University of Texas at Dallas, where he teaches finance and investments. Mr. Furst graduated from the Graduate School of Business at the University of Texas at Austin with a Master of Business Administration and from Arizona State University with a Bachelor of Science in Finance & Accounting. We believe Mr. Furst is qualified to serve on our board of directors because of his experience on other public company boards of directors and his extensive financial experience. Derek Todd Green has served on our board of directors since April 2021. Mr. Green has served as the vice president of investments at HL American Investments LLC, the investment office of Hobby Lobby Stores, Inc. and the Green family, since May 2013. Before his current role, Mr. Green founded and sold a document services company and held multiple roles at Hobby Lobby. We believe Mr. Green is qualified to serve on our board of directors because of his business and entrepreneurial experience.
Continuing Directors—Class II
Continuing Directors—Class II Robert Gruenewald has served on our board of directors since January 2025. Mr. Gruenewald is the founder and chief executive officer of YouVersion, a consumer faith platform founded in 2008. Mr. Gruenewald has also served as pastor, director and innovation leader at Life.Church since 2001. Before his current roles, Mr. Gruenewald founded and sold two technology companies and held multiple roles at venture capital firms. Mr. Gruenewald graduated from Southern Nazarene University with a Bachelor of Science in Finance. We believe Mr. Gruenewald is qualified to serve on our board of directors because of his long-standing experience running a faith-based technology company. Nona Jones has served on our board of directors since March 2023. Ms. Jones has served as the chief executive officer of Inside Out Leadership, a leadership coaching provider, since October 2024. Ms. Jones previously served as the chief content and partnerships officer and global ambassador at YouVersion from February 2023 to January of 2025 and as the head of global faith partnerships at Meta Platforms, Inc. from August 2017 to January 2023. Ms. Jones graduated from the University of Florida with a Master of Business Administration and a Bachelor of Arts in Communications. We believe Ms. Jones is qualified to serve on our board of directors because of her experience in executive management positions and as the head of a faith-based team of a public company.
Continuing Directors—Class III
Continuing Directors—Class III Scott Beck has served as our president and chief executive officer since inception. Mr. Beck has also served as the chief executive officer and founder of Tango since 1997 and as partner and vice chairman of Pacific Dental Services since 2005. He previously served as vice chairman and chief operating officer of Blockbuster Entertainment from 1986 to 1993, chairman and chief executive officer of Boston Market from 1992 to 1997 and founder and chairman of Einstein Bros Bagels from 1994 to 1997. Mr. Beck graduated from Southern Methodist University with a Bachelor of Science in Finance, Accounting and Business. We believe Mr. Beck is qualified to serve on our board of directors given his perspective, experience and institutional knowledge as our co-founder and chief executive officer. Patrick Gelsinger has served as our executive chair and head of technology since March 2025 and as a member of our board of directors since August 2016. In his role as head of technology, Mr. Gelsinger is responsible for the direct oversight of all product, engineering and go-to-market strategies for Gloo AI, Gloo Workspace, Gloo Media Network and Gloo360. Mr. Gelsinger also provides strategic and technical leadership to Gloo Capital Partners. Mr. Gelsinger has served as a general partner of Playground Global, LLC, an early-stage venture capital fund, since March 2025. Mr. Gelsinger began his career in 1979 at Intel Corporation, a computer and semiconductor company, holding a variety of roles, including chief technology officer, and overseeing the creation of key industry technologies like USB and Wi-Fi, before leaving to explore different opportunities and eventually returning to serve as chief executive officer from February 2021 until December 2024. Mr. Gelsinger also served on Intel’s board of directors from February 2021 to December 2024. While not at Intel, Mr. Gelsinger served as chief executive officer of VMware, Inc., from September 2012 to February 2021. Mr. Gelsinger helped to transform VMware into a recognized leader in cloud infrastructure, enterprise mobility and cybersecurity and was a member of VMware’s board of directors from September 2012 until February 2021. Mr. Gelsinger also served as a member of the board of directors of Mobileye Global Inc., an autonomous driving company listed on Nasdaq, from September 2022 to December 2024. Mr. Gelsinger graduated from Stanford University with a Master of Electrical Engineering and from Santa Clara University with a Bachelor of Science in Electrical Engineering. We believe Mr. Gelsinger is qualified to serve as the chairman of our board of directors because of his extensive experience as a public company executive and as a member of public company boards of directors. Elizabeth Grennan has served on our board of directors since April 2025. Ms. Grennan has served as the chief client officer at Simpson Thacher & Bartlett LLP, a global law firm, since April 2025. Prior to that, Ms. Grennan was a partner at McKinsey & Company from May 2016 to March 2025. Earlier in her career, Ms. Grennan served as general counsel to emerging technology companies. Ms. Grennan graduated from the University of Virginia School of Law with a Juris Doctorate, from the London School of Economics with a Master of Science in Public Policy & Public Administration and from the University of California, Los Angeles with a Bachelor of Arts in Political Science. We believe Ms. Grennan is qualified to serve on our board of directors because of her experience advising multi-faceted companies on legal and technology matters.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors, the needs of our board of directors and the respective committees of our board of directors, and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our board of directors and skills that are complementary to the board, an understanding of our business, an understanding of the responsibilities that are required of a member of our board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Our board of directors believes that the board should represent the balanced, best interests of our stockholders as a whole rather than special interest groups or constituencies. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors, and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.
Director Compensation
Director Compensation Prior to our initial public offering, we did not have a formal policy with respect to compensation payable to our non‑employee directors for their service as directors. In connection with our initial public offering, we adopted a formal compensation policy to govern the cash and equity compensation for our non-employee directors (the “Outside Director Compensation Policy”). Pursuant to our Outside Director Compensation Policy, non-employee directors are eligible to receive equity-based compensation in the form of restricted stock units (“RSUs”) covering a number of shares of our Class A common stock (“Outside Director Awards”). We also reimburse our eligible non-employee directors for reasonable, customary and documented travel expenses to meetings of our board of directors and any of its committees.
Director Compensation Limits
Director Compensation Limits The Outside Director Compensation Policy includes a maximum annual limit of $750,000 of aggregate cash compensation and equity compensation awards that may be paid, issued or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the initial fiscal year of service as a non-employee director. For purposes of this limitation, the value of equity awards will be based on the grant date fair value (determined in accordance with U.S. GAAP). Any cash compensation paid or equity compensation awards granted to a person for his or her services as an employee, for their services as a consultant (other than as a non-employee director), or prior to the effective date of our initial public offering will not count for purposes of the limitation (including, for purposes of fiscal 2025, the option awards set forth in the table below that were granted prior to our initial public offering). The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended January 31, 2026. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal 2025, Mr. Beck and Mr. Gelsinger were each an employee and executive officer of our company and therefore did not receive compensation as directors. See the section titled “Executive Compensation” for additional information regarding Mr. Beck’s and Mr. Gelsinger’s compensation in respect of their employment.
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Profits Units Awards ($)(1) | Total ($) | | Bishop Claude Alexander, Jr. | 30,000 | — | — | 200,000 | 230,000 | | John Furst | 37,500 | — | — | 200,000 | 237,500 | | Derek Green | 27,500 | — | — | 200,000 | 227,500 | | Elizabeth Grennan | 33,750 | — | 27,281(2) | 200,000 | 261,031 | | Robert Gruenewald | 25,000 | — | 984,678(3) | 200,000 | 1,209,678 | | Nona Jones | 30,000 | — | 44,895(4) | 200,000 | 274,895 |
Director Compensation for Fiscal 2025
(1) The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the non-employee director. The assumptions used to calculate the value of our awards are the same as those provided in Note 2 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. See the section titled “October 2025 Option Repricing” for additional details. (2) Represents an option award granted to Ms. Grennan in July 2025. (3) Represents $506,961 of option awards granted to Mr. Gruenewald in February 2025 and $477,718 of option awards granted to Mr. Gruenewald in December 2025. (4) Represents $18,278 of option awards granted to Ms. Jones in July 2025 and $26,617 of option awards granted to Ms. Jones in December 2025. The following table lists all outstanding equity awards held by non-employee directors as of January 31, 2026:
Director Compensation for Fiscal 2025
| Name | Number of Shares Underlying Outstanding Options | Number of Outstanding Restricted Stock Units | | Bishop Claude Alexander, Jr. | 5,555 | 25,000 | | John Furst | 5,555 | 25,000 | | Derek Green | 5,555 | 25,000 | | Elizabeth Grennan | 5,555 | 25,000 | | Robert Gruenewald | 250,000 | 25,000 | | Nona Jones | 16,388 | 25,000 |
Director Compensation for Fiscal 2025
PROPOSAL NO. 1:
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2025 and prior years where applicable, as determined under SEC rules.
Summary Compensation Table for Fiscal 2025
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Scott Beck | 2025 | 260,000 | — | — | 122,850 | — | 382,850 | | President and Chief Executive Officer | 2024 | 260,000 | — | 21,882 | 117,000 | — | 398,882 | | Patrick Gelsinger | 2025 | 116,458 | — | 5,110,431 | 62,648 | — | 5,289,537 | | Executive Chair and Head of Technology | 2024 | — | — | 21,882 | — | — | 21,882 | | Paul Seamon | 2025 | 100,000 | — | 1,884,528 | 131,250 | 1,512 | 2,117,290 | | Chief Financial Officer | 2024 | — | — | — | — | — | — |
Summary Compensation Table for Fiscal 2025
(1) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the named executive officer. The assumptions used to calculate the value of our awards are the same as those provided in Note 2 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. See the section titled “October 2025 Option Repricing” for additional details. (2) The amounts in the “Non-Equity Incentive Plan Compensation” column reflect amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Non-Equity Incentive Plan Compensation” below. (3) Represents contributions to defined contribution plans and life insurance premiums.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2026.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Option Awards | | | | | | | | Number of | Number of | | | | | | Securities | Securities | | | | | | Underlying | Underlying | | | | | Vesting | Unexercised | Unexercised | Option | Option | | | Commencement | Options (#) | Options (#) | Exercise | Expiration | | Name | Date | Exercisable | Unexercisable | Price ($) | Date | | Scott Beck | 10/31/2020 | 5,866 | — | $8.00 | 10/30/2030 | | | 12/31/2020 | 5,866 | — | $8.00 | 12/30/2030 | | | 3/13/2021 | 6,044 | — | $8.00 | 3/12/2031 | | | 1/25/2025 | 5,555 | — | $8.00 | 1/20/2035 | | Patrick Gelsinger | 1/21/2025 | 5,555 | — | $8.00 | 01//20/2035 | | | 3/10/2025 | 138,886 | 27,780 | $8.00 | 3/9/2035 | | | 3/10/2025 | 185,185 | 481,481 | $8.00 | 3/9/2035 | | | 11/1/2025 | — | 333,333 | $8.00 | 11/18/2035 | | Paul Seamon | 9/24/2025 | — | 333,333 | $8.00 | 11/18/2035 | | | 9/24/2025 | — | 116,666 | $6.43 | 12/25/2035 |
Outstanding Equity Awards at Fiscal 2025 Year-End
(1) Option exercise price was repriced by the Option Repricing. (2) 1/12th of the shares subject to this option vested on April 10, 2025, and 1/12th of the shares shall vest each month thereafter, subject to the named executive officer continuing to provide services to us. (3) 1/36th of the shares subject to this option vested on April 10, 2025, and 1/36th of the shares shall vest each month thereafter, subject to the named executive officer continuing to provide services to us. (4) 40% of the shares subject to this option shall vest on November 1, 2027, and 20% of the shares subject to the option shall vest each year thereafter, subject to the named executive officer continuing to provide services to us. (5) 40% of the shares subject to the option shall vest on September 24, 2027, and 20% of the shares subject to the option shall vest each year thereafter, subject to the named executive officer continuing to provide services to us.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control