DEF 14A of UiPath, Inc., Apr 28, 2023

DEF 14A of UiPath, Inc.

Filed Apr 28, 2023 · FY20230001734722-23-000036

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, seven directors are to be elected to hold office until the 2024 Annual Meeting and until their successors have been elected and qualified. Each of the nominees is currently a member of our board of directors. Each of the nominees was elected by the stockholders at our 2022 Annual Meeting, other than Karenann Terrell, who was appointed by our board of directors in April 2023 to fill a vacancy on the board. Ms. Terrell was recommended to our board by each of Mr. Enslin and Ms. McGinnis Day, our Chief People Officer. Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated each of Philippe Botteri, Daniel Dines, Michael Gordon, Daniel Springer, Laela Sturdy, Karenann Terrell, and Rich Wong, each to be elected as a director of the Company to serve on our board of directors until the 2024 Annual Meeting and until such time as their respective successors have been duly elected and qualified or until their earlier death, disability, resignation, retirement, disqualification or removal from office. Our board of directors has no reason to believe that any of the nominees named in this Proxy Statement would be unable or unwilling to serve as a director if elected. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by our board, or alternatively, our board may leave a vacancy on the board or reduce the size of our board. Vacancies on the board of directors may be filled by persons elected by a majority of the remaining directors or, if such vacancy is created prior to the date our Class B common stock is automatically converted to Class A common stock pursuant to the terms of our amended and restated certificate of incorporation, by the holders of a voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class. A director elected by our board of directors to fill a vacancy, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term and until the director’s successor is duly elected and qualified. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named above. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated the nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the committee views as critical to effective functioning of our board. To provide a mix of experience and perspective on our board, the committee also takes into account geographic, gender, and ethnic diversity. The biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes, or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on our board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for our board, and these views may differ from the views of other members. Our board of directors and the nominating and corporate governance committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE NAMED ABOVE.

  2. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES Set forth below are the nominees for directors at the Annual Meeting, including biographical information, position or office held with us as of the date of this Proxy Statement, and information regarding the experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

  3. Nominees for Election at the 2023 Annual Meeting

    Nominees for Election at the 2023 Annual Meeting

  4. Non-Employee Directors

    Non-Employee Directors

  5. Non-Employee Directors

    | Philippe Botteri | | Director since February 2020 | | Committee(s): Nominating and Corporate Governance Committee | | Biography: Mr. Botteri has served as a member of our board of directors since February 2020, and previously served as a board observer beginning in April 2017. Mr. Botteri serves, since June 2011, in various senior roles and as a Partner at Accel, a venture capital firm, where he focuses on investments in early and growth stage technology companies, including cloud applications, enterprise security, and online marketplaces. Mr. Botteri currently holds directorships and management positions for several Accel entities and other private companies. Mr. Botteri also serves on the board of directors of Fiverr International Ltd., an online marketplace for freelance services, since January 2016. Mr. Botteri holds a M.A. from Ecole Polytechnique and Ecole des Mines in France. We believe that Mr. Botteri is qualified to serve on our board of directors because of his global experience, financial expertise, software, technology industry and product experience, and cloud computing experience. | | Age: 49 |

  6. Non-Employee Directors

    | Michael Gordon | | Director since September 2020 | | Committee(s): Audit Committee (Chair) | | Biography: Mr. Gordon has served as a member of our board of directors since September 2020. Mr. Gordon serves, since July 2015, as Chief Financial Officer of MongoDB, Inc., a database platform company, and as its Chief Operating Officer since November 2018. Prior to joining MongoDB, Inc., Mr. Gordon worked at Yodle, Inc., an online marketing company, where he served as the Chief Financial Officer from May 2009 until July 2015 and as the Chief Operating Officer and Chief Financial Officer from March 2014 until July 2015. Prior to joining Yodle, Mr. Gordon was a Managing Director in the Media and Telecom investment banking group at Merrill Lynch, Pierce, Fenner and Smith Incorporated, a financial services company, where he worked from 1996 to 2009. Mr. Gordon received an A.B. from Harvard College and a MBA from Harvard Business School. We believe that Mr. Gordon is qualified to serve on our board of directors because of his global experience, financial expertise, software, technology industry and product experience, and cloud computing experience. | | Age: 53 |

  7. Non-Employee Directors

    | Daniel D. Springer | | Director since March 2021 | | Committee(s): Audit Committee; Compensation Committee | | Biography: Mr. Springer has served as a member of our board of directors since March 2021. Mr. Springer served, from January 2017 to June 2022, as Chief Executive Officer, President, and director of DocuSign, Inc., an e-signature technology company. Mr. Springer continues to serve as a director of DocuSign. From May 2015 to January 2017, he served as an Operating Partner at Advent International Corp., a private equity investment firm. From March 2004 to March 2014, Mr. Springer served as Chairman and Chief Executive Officer of Responsys, Inc., a marketing software company that was acquired by Oracle Corp. in 2014. Mr. Springer previously served on the board of directors of YuMe Inc., a digital advertising company, from October 2013 to July 2017. Mr. Springer holds a B.A. from Occidental College and a MBA from Harvard University. We believe that Mr. Springer is qualified to serve on our board of directors because of his experience as a public company CEO, financial expertise, software, technology industry and product experience, cloud computing experience, management experience, and sales and marketing experience. | | Age: 59 |

  8. Non-Employee Directors

    | Laela Sturdy | | Director since March 2021 | | Committee(s)Nominating and Corporate Governance Committee (Chair) | | Biography: Ms. Sturdy has served as a member of our board of directors since March 2021 after previously serving as a board observer beginning in November 2018. Ms. Sturdy serves, since March 2023, as Managing Director of CapitalG LP, the late-stage growth venture capital fund financed by Alphabet Inc. Ms. Sturdy served as a General Partner of CapitalG LP from October 2013 to February 2023. Previously, Ms. Sturdy held several roles at Google LLC, including Managing Director, Emerging Businesses, Sales and Business Operations from March 2010 to October 2013. Ms. Sturdy currently serves on the Board of Duolingo, Inc. and previously served on the board of directors of Care.Com, Inc. and she is also a director of several private companies. Ms. Sturdy holds an A.B. in biochemistry from Harvard College, a M.S. from Trinity College Dublin and a MBA from Stanford University. We believe that Ms. Sturdy is qualified to serve on our board of directors because of her financial expertise, software, technology industry and product experience, cloud computing experience, management experience, and sales and marketing experience. | | Age: 45 |

  9. Non-Employee Directors

    | Karenann Terrell | | Director since April 2023 | | Committee(s): Audit Committee | | Biography: Ms. Terrell was appointed to our board of directors on April 7, 2023. Ms. Terrell most recently served as Chief Digital and Technology Officer of GlaxoSmithKline Plc from September 2017 through December 2021. Prior to that. Ms. Terrell served as the Chief Information Officer of Walmart Inc. from 2012 through 2017, having joined Walmart in 2010 as the Assistant Chief Information Officer. Ms. Terrell served on the board of Pluralsight, Inc., from 2017 through 2021. Ms. Terrell received a B.S. in Electrical Engineering from Kettering University and a M.S. in Electrical Engineering from Purdue University. We believe Ms. Terrell is qualified to serve on our board of directors because of her broad IT and digital experiences spanning several industries. | | Age: 62 |

  10. Non-Employee Directors

    | Richard P. Wong | | Director since March 2018 | | Committee(s): Compensation Committee (Chair) | | Biography: Mr. Wong has served as a member of our board of directors since March 2018. Mr. Wong serves, since November 2006, as a General Partner at Accel. From January 2001 to November 2006, Mr. Wong held a number of executive roles at Openwave Systems Inc., a mobile software company, including Senior Vice President of Products and Chief Marketing Officer. Mr. Wong serves on the boards of directors of Atlassian Corporation Plc, a software development tool company, since July 2010, and a number of other private companies. Mr. Wong also served on the board of directors of Sunrun Inc., a solar energy company, from July 2009 to March 2018. Mr. Wong holds a B.S. and a M.S. from the Massachusetts Institute of Technology. We believe that Mr. Wong is qualified to serve on our board of directors because of his global experience, financial expertise, software, technology industry and product experience, and cloud computing experience. | | Age: 53 |

  11. Director Compensation

    Director Compensation The following table sets forth information regarding compensation earned by or paid to our non-employee directors for and subsequent to the fiscal year ended January 31, 2023:

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Philippe Botteri | 45,000 | 181,039 | $226,039 | | Carl Eschenbach (3) | 45,000 | 181,039 | $226,039 | | Michael Gordon | 45,000 | 181,039 | $226,039 | | Kimberly L. Hammonds (4) | 24,457 | 181,039 | $205,496 | | Daniel D. Springer | 45,000 | 181,039 | $226,039 | | Laela Sturdy | 52,500 | 181,039 | $233,539 | | Jennifer Tejada (5) | 45,000 | 181,039 | $226,039 | | Karenann Terrell (6) | — | — | — | | Richard P. Wong | 60,000 | 181,039 | $241,039 |

  13. Director Compensation

    (1) Amounts reported represent the aggregate grant date fair value of RSUs granted to our directors under our 2021 Plan, computed in accordance with Topic 718, excluding the effect of estimated forfeitures. In June 2022, each of our non-employee directors received a grant of 10,351 RSUs, with an aggregate grant date fair value value of $200,000. For information on how the fair value of these awards was determined, refer to the discussions of critical accounting estimates included in our Annual Report on Form 10-K for the year ended January 31, 2023, as filed with the SEC on March 24, 2023. This amount does not reflect the actual economic value that may be realized by the non-employee director. (2) As of January 31, 2023, the aggregate number of outstanding shares of restricted stock and shares underlying outstanding RSUs held by each of our non-employee directors was as follows:

  14. Director Compensation

    | Name | Number of Shares of Restricted Stock | Number of Shares Underlying RSUs | | Philippe Botteri | — | 18,380 | | Carl Eschenbach | — | 18,380 | | Michael Gordon | 50,430 | 10,351 | | Daniel D. Springer | — | 50,695 | | Laela Sturdy | — | 18,380 | | Jennifer Tejada | — | 45,652 | | Richard P. Wong | — | 18,380 |

  15. Director Compensation

    (3) Mr. Eschenbach stepped off our board of directors on and effective as of March 7, 2023. (4) Ms. Hammonds, a member of our board since September 2020, died in 2022. (5) Ms. Tejada resigned from our board on and effective as of April 13, 2023. (6) Ms. Terrell was appointed to our board on and effective as of April 7, 2023. Daniel Dines, our Co-Chief Executive Officer, Co-Founder, and Chairman, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled "Executive Compensation" for more information regarding the compensation earned by Mr. Dines.

  16. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy in April 2021. As of January 31, 2023, this compensation policy provides that each such non-employee director will receive the following compensation for service on our board of directors: •an annual cash retainer of $30,000; •an additional annual cash retainer of $15,000 for service as lead independent director; •an additional annual cash retainer of $15,000 for service as a member of the audit committee, compensation committee, and the nominating and corporate governance committee or a Board subcommittee; •an initial RSU award granted upon a non-employee director’s initial election or appointment to our board, with a value equal to $400,000, vesting in three equal annual installments; and •an RSU award granted at each Annual Meeting to each non-employee director serving on such date, with a value equal to $200,000, vesting on the earlier of (1) the date of the following year’s Annual Meeting (or the day immediately preceding the next Annual Meeting, if sooner) or (2) the first anniversary of the grant date. Any awards granted under this policy that are unvested as of the occurrence of a corporate transaction (as defined in the 2021 Plan) will vest as of such corporate transaction. The compensation described above, with respect to any fiscal year beginning with fiscal year 2022, is subject to the limits on non-employee director compensation set forth in the 2021 Plan. Each such RSU award will vest subject to the director’s continuous service with us, provided that each RSU award will vest in full upon a change in control of the Company. In fiscal year 2024, our board approved an increase to the new director initial RSU award to $600,000, vesting in three equal annual installments; and decided, commencing in fiscal year 2024, to provide the audit committee chair a cash retainer of $25,000 annually.

  17. Objectives, Philosophy and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary (fixed cash) | Provides market competitive income for performing job responsibilities. | Generally reviewed annually and determined by the compensation committee based on a number of factors (including company and individual performance) and by reference, in part, to market data obtained from our independent compensation consultant. | | | Attracts highly-qualified executives. | | | Performance-Based Cash Bonus (at-risk cash) | Motivates and rewards for contributing to our key business objectives. | Target amounts generally reviewed annually and determined by the compensation committee based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. | | | Aligns management and stockholder interests by linking pay to performance. | Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our strategic plan, generally determined by the compensation committee and communicated early in the fiscal year. | | Long-Term Equity Incentive (at-risk equity) | Motivates and rewards primarily for long-term company performance. | Equity opportunities are generally reviewed annually and granted periodically during the fiscal year. | | | Aligns management and stockholder interests by linking pay to performance. | Individual awards are determined based on a number of factors, including current corporate and individual performance, company retention objectives, market data obtained from our independent compensation consultant and external market conditions. | | | Attracts and retains highly-qualified executives and encourages their continued employment over the long-term. | |

  18. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers that provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the compensation committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards with multi-year vesting in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

  19. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During the past fiscal year, the compensation committee continued its relationship with Compensia, Inc. (“Compensia”) as its independent compensation consultant. Compensia’s engagement included: •compiling a group of peer companies to use as a reference in evaluating current executive pay practices and to aid making executive compensation decisions for fiscal year 2023; •conducting market research and analysis to assist the compensation committee in developing executive compensation levels, including appropriate salaries and the size and structures of target bonus amounts and equity awards for our executives, including the named executive officers; •periodically reviewing and advising on compensation trends and regulatory developments; •reviewing market and peer group equity usage metrics to assist with understanding of UiPath’s equity budget relative to market; •conducting an annual compensation risk assessment; and •periodically conducting a review of our director compensation policies and practices. The compensation committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, the compensation committee determined that the work of Compensia and the individual compensation advisors employed by Compensia does not raise any conflict of interest pursuant to the SEC rules.

  20. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data The compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the compensation committee directed Compensia to develop a proposed peer group list of the publicly-traded companies to be used in connection with assessing our compensation practices. The independent compensation consultant proposed, and the compensation committee approved, a group of public companies that are reasonably comparable to UiPath in terms of industry and financial characteristics to provide management and the compensation committee with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to UiPath. In determining the peer group, the independent compensation consultant considered whether a company was (i) U.S.-headquartered; (ii) in application software, internet services and infrastructure, systems software and health care technology; (iii) within a range of ~0.33x to ~3.0x UiPath’s revenue; and (iv) within a range of ~0.25x to ~3.0x UiPath’s market capitalization with secondary factors, including whether a potential peer company had recently completed an initial public offering, had strong revenue growth and was a potential competitor for executive talent. The peer group with respect to fiscal year 2023 is as follows:

  21. Use of Competitive Market Compensation Data

    | Asana | Avalara | Cloudflare | Coupa Software | | Crowdstrike Holdings | Datadog | DocuSign | Dynatrace | | Elastic N.V. | MongoDB | Okta | Palantir Holdings | | RingCentral | Snowflake | The Trade Desk | Twilio | | Unity Software | Veeva Software | Zendesk | Zscaler |

  22. Use of Competitive Market Compensation Data

    The compensation committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Using data compiled from the peer companies, the independent compensation consultant completed an assessment of our executive compensation to inform the compensation committee’s determinations regarding executive compensation for fiscal year 2023. The independent compensation consultant prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, total target cash compensation (base salary and the annual target performance bonus), annual equity compensation awards (valued based both on an approximation of grant date fair value and as well as ownership percentage), and total direct compensation (total target cash compensation and equity compensation grant value) with respect to each of the named executive officers. The compensation committee did not target pay to fall at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2023 compensation decisions. Market data is only one of the factors that the compensation committee considers in making compensation decisions. The compensation committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  23. Annual Performance-Based Cash Bonus

    Annual Performance-Based Cash Bonus Our annual performance-based cash bonus awards provide incentive compensation that is specifically designed to motivate our executive officers to achieve pre-established, company-wide priorities set by the compensation committee and to reward them for results and achievements in a given year. The annual target bonus opportunities for our named executive officers are generally determined by the compensation committee in the first quarter of each fiscal year and expressed as a percentage of each individual’s annual eligible earnings (base salary earned during the fiscal year), with a potential cash bonus opportunity.

  24. Executive Bonus Goal Setting

    Executive Bonus Goal Setting The compensation committee approved the performance metrics for fiscal year 2023 performance-based cash bonus awards at the second quarter compensation committee meeting. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and set in the first quarter, and updated and finalized in the second quarter in light of the reorganization then announced, as follows:

  25. Executive Bonus Goal Setting

    | FY23 Bonus Plan | | | | Corporate Performance Metric and Weight | ARR (80%) | Non-GAAP Operating Margin (20%) | | Threshold Performance | 80% of target | 70% of target | | Target Performance | 100% of target | 100% of target | | Maximum Performance | 120% of target | 130% of target |

  26. Executive Bonus Goal Setting

    The performance target for ARR was set to our fiscal year 2023 revised operating plan and measured against ARR adjusted for constant currency. No payments would be made below the Threshold Performance. At Threshold, payout is 50%. For purposes of calculating the bonus payout amount, when achievement of the Maximum targets (which would, in the compensation committee’s view, require extraordinary efforts) would result in 150% of funding. Payout would be linear between Threshold and Target and linear Target to Maximum. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We calculate non-GAAP operating income by excluding the following items that are included in GAAP operating income (loss): stock-based compensation expense; amortization of acquired intangibles; employer payroll tax expense related to employee equity transactions; restructuring costs; and charitable donations of Class A common stock. In March 2023, the compensation committee approved payments for the fiscal year 2023 based on the below achievement against the performance target:

  27. Executive Bonus Goal Setting

    | FY2023 Goal Achievement | | | | | Metric | Weight | Achievement* | Funding | | ARR | 80% | 95% | 88% | | Non-GAAP Operating Margin | 20% | 163% | 150% | | | | Overall Funding | 100% | | *Reflects plan adjustment to reflect constant currency. Numbers are rounded for presentation so totals may not equal 100. | | | |

  28. Executive Bonus Goal Setting

    However, in light of the two rounds of layoffs conducted in fiscal year 2023 and the overall impact to the organization, the compensation committee exercised negative discretion and approved a bonus payout for the named executive officers of 89%. Accordingly, the target bonus opportunities approved for and amounts earned by our executive officers for 2023 were as follows:

  29. Executive Bonus Goal Setting

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity(1) | Actual Bonus Earned(1) | | Daniel Dines | —% | $— | $— | | Robert Enslin | 100% | $531,250 | $472,813 | | Ashim Gupta | 65% | $325,000 | $289,250 | | Brad Brubaker | 50% | $225,000 | $200,250 | | Ted Kummert | 65% | $325,000 | $289,250 | | Chris Weber | 100% | $415,675 | $369,950 |

  30. Executive Bonus Goal Setting

    (1) The Actual Bonus Earned is computed based on the eligible earnings for each Named Executive Officer ("NEO") for the fiscal year (defined as the base salary earned in the fiscal period) multiplied by the payout percentage as approved by the compensation committee. Each of the "Target Bonus Opportunity" and the "Actual Bonus Earned" for Mr. Enslin and Mr. Weber reflect salary pro-rations, to reflect their start dates with UiPath mid-year.

  31. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to Mr. Enslin, our Co-Chief Executive Officer and our other executive officers by the compensation committee. Mr. Dines, our Founder and Co-Chief Executive Officer, has not taken an equity grant since the IPO. As with other elements of compensation, the compensation committee determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance and existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than the Co-Chief Executive Officers, the compensation committee also takes into account the recommendations of the Co-Chief Executive Officers with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that the compensation committee believes are reasonable and appropriate taking into consideration the factors described herein. In fiscal year 2023 the compensation committee determined to grant our executive officers long-term incentive compensation opportunities in the form of restricted stock unit (“RSU”) awards which may vest and be settled for shares of our Class A common stock. Since the value of RSU awards change with any change in the value of the underlying shares, they serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because our annual awards are subject to multi-year vesting requirements, RSU awards serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. Unlike stock options, RSUs have real economic value when they vest even if the market price of our Class A common stock declines or stays flat, thus delivering more predictable value to our executive officers. Additionally, because of their “full value” nature, RSU awards deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently. New Hire Awards Mr. Weber joined UiPath in April 2022 and Mr. Enslin joined UiPath in May 2022. Each received equity awards, following their respective start dates, approved in advance by the compensation committee. Neither received an annual equity award. •Mr. Weber received an award of 1,535,761 RSUs in late April 2022, with the shares underlying the RSU vesting in fourteen installments commencing on January 1, 2023, subject to continuous service through each such vesting date. •Mr. Enslin received an award of 1,628,664 RSUs and 1,565,762 stock options upon joining UiPath as Co-Chief Executive Officer. Twenty-five percent of the shares underlying the RSU and 25% of the options vest on the one year anniversary of the start date, with the remainder of each of the shares underlying the RSUs and the options vesting in equal quarterly installments over the next three years, subject to continuous service through each such vesting date. The option expires 10 years after the date of grant. Annual and Supplemental Grants In June 2022, the named executive officers received the annual awards reflected below. These annual RSU grants vest quarterly over two years from the date of grant and are subject to the executive's continuous service through each such vesting date. In October 2022, Messrs. Enslin, Gupta, Brubaker, Kummert and Weber each received a supplemental equity grant to encourage retention following the restructurings earlier in the year. The named executive officers each received a supplemental RSU grants and Mr. Enslin also received a supplemental stock option grant of 541,907 stock options with an exercise price of $12.65. These supplemental RSU and stock option grants vest quarterly over one year from January 1, 2023 and are subject to the executive's continuous service through each such vesting date. The table below reflects fiscal year 2023 annual and supplemental grants.

  32. Equity Awards

    | Named Executive Officer | Fiscal Year 2023 Annual RSU Grant | Fiscal Year 2023 Supplemental RSU Grant | Fiscal Year 2023 Supplemental Stock Option Grant | | Daniel Dines | — | — | — | | Robert Enslin | — | 552,923 | 541,907 | | Ashim Gupta | 627,386 | 313,693 | — | | Brad Brubaker | 245,903 | 122,951 | — | | Ted Kummert | 393,678 | 196,839 | — | | Chris Weber | — | 552,923 | — |

  33. Equity Awards

    Our Co-Chief Executive Officer Mr. Enslin received the largest equity award based on his overall responsibility for our performance and success. Our other named executive officers received RSU allocations based on the compensation committee’s review of the competitive market data for their respective positions, the size and vesting schedule of the equity awards previously granted to them, and its desire for a smooth transition to a normalized annual grant program.

  34. Severance

    Severance We do not have a severance plan in place. As discussed below, under "Employment Agreements", some of our named executive officers are party to an offer letter that provides for payments upon certain terminations of employment.

  35. Employment Agreements

    Employment Agreements We have entered into offer letters with each of our named executive officers, the terms of which are described below. Each of our named executive officers has executed our standard confidential information and invention assignment agreement.

  36. Robert Enslin

    Robert Enslin In March 2022, we entered into an offer letter with Mr. Enslin, our Co-Chief Executive Officer. The offer letter has no specific term and provides for at-will employment. Mr. Enslin's current annual base salary is $750,000, and he is currently eligible for an annual discretionary performance bonus of up to 100% of his annual base salary, based on individual and corporate performance goals. Under Mr. Enslin's offer letter, if we terminate his employment without Cause (as defined in his offer letter), then as a severance benefit, Mr Enslin will be eligible to receive: (i) severance compensation in a gross amount equal to twelve (12) months of his annualized amount of his then-current base salary, less applicable taxes, payroll deductions, and all required withholdings, to be paid on the Company’s regular payroll dates after the date the Release is effective, subject to the “Taxes” section below, (ii) a prorated portion of his Bonus based on the target in effect at the time, less applicable taxes, payroll deductions, and all required withholdings, to be paid in a lump sum promptly after the date the Release is effective and no longer subject to revocation, and (iii) acceleration of twelve (12) months of the service-time component of RSUs and SOPs he holds as of the effective termination date. As a condition to receiving the severance benefit above, Mr. Enslin must sign and comply with a general release agreement in a form acceptable to us. Further, if Mr. Enslin resigns for Good Reason or we terminate Mr. Enslin's employment without Cause, in either case within 12 months of a Change in Control (as defined in his offer letter) or a Sale Event (as defined in his offer letter), 100% of his then-unvested equity will immediately accelerate, vest and become exercisable.

  37. Ashim Gupta

    Ashim Gupta In January 2018, we entered into an offer letter with Mr. Gupta, and in February 2021, in connection with our initial public offering, we entered into a new offer letter with Mr. Gupta, confirming his position as our Chief Financial Officer, and which supersedes the terms of his prior offer letter. The offer letter has no specific term and provides for at-will employment. Mr. Gupta’s annual base salary is $500,000, and he is currently eligible for an annual discretionary performance bonus of up to 65% of his annual base salary, based on individual and corporate performance goals. Under Mr. Gupta’s offer letter, if he resigns for Good Reason or we terminate his employment without Cause (each as defined in his offer letter), then as a severance benefit Mr. Gupta will be eligible to receive twelve months of his then current base salary (less applicable tax withholdings) paid in accordance with our regular payroll practices. As a condition to receiving the severance benefit above, Mr. Gupta must sign and comply with a general release agreement in a form acceptable to us. Further, if Mr. Gupta resigns for Good Reason or we terminate Mr. Gupta’s employment without Cause, in either case within 12 months following a Change in Control with respect to his stock options or a Sale Event with respect to his RSUs (each as defined in his offer letter) in addition to the severance compensation, 100% of his then-unvested equity will immediately accelerate, vest and become exercisable and non-forfeitable.

  38. Theodore Kummert

    Theodore Kummert In February 2020, we entered into an offer letter with Theodore Kummert, our Executive Vice President of Product and Engineering. The offer letter has no specific term and provides for at-will employment. Mr. Kummert’s annual base salary is $500,000, and he is currently eligible for an annual discretionary performance bonus of up to 65% of his annual base salary, based on individual and corporate performance goals. Under Mr. Kummert’s offer letter, if he resigns for Good Reason or we terminate his employment without Cause (each as defined in his offer letter), then as a severance benefit Mr. Kummert will be eligible to receive twelve months of base salary (less applicable tax withholdings) paid in accordance with our regular payroll practices. As a condition to receiving the severance benefit above, Mr. Kummert must sign and comply with a general release agreement in a form acceptable to us. Further, if Mr. Kummert resigns for Good Reason or we terminate Mr. Kummert’s employment without Cause, in either case within 12 months following a Change in Control (as defined in his offer letter), 100% of his then-unvested equity will immediately accelerate, vest and become exercisable. On February 10, 2023, Mr. Kummert informed us of his decision to resign, effective as of April 14, 2023. Mr. Kummert agreed to provide us with transition support for up to six months thereafter for nominal consideration. In recognition of Mr. Kummert's service, the post-termination exercise period for his vested non-qualified stock options was extended from 90 days to nine months.

  39. Brad Brubaker

    Brad Brubaker In February 2021, we entered into an offer letter with Brad Brubaker, our Chief Legal Officer. The offer letter has no specific term and provides for at-will employment. Mr. Brubaker's current annual base salary is $450,000, and he is currently eligible for an annual discretionary performance bonus of up to 50% of his annual base salary, based on individual and corporate performance goals. Under Mr. Brubaker's offer letter,if we terminate his employment without Cause (as defined in his offer letter), then as a severance benefit Mr. Brubaker will be eligible to receive twelve months of base salary (less applicable tax withholdings) paid in accordance with our regular payroll practices. As a condition to receiving the severance benefit above, Mr. Brubaker must sign and comply with a general release agreement in a form acceptable to us. Further, if within twelve (12) months following a “Change in Control” (for stock options) and/or “Sale Event” (for RSUs) (as defined herein), in addition to the severance compensation set forth herein, the Company terminates Mr. Brubaker's employment without Cause, the vesting and exercisability of his then unvested equity will immediately accelerate, vest, and become non-forfeitable.

  40. Chris Weber

    Chris Weber In 2022, we entered into an offer letter with Mr. Weber, our Chief Business Officer. The offer letter has no specific term and provides for at-will employment. Mr. Weber's current annual base salary is $500,000, and he is currently eligible for an annual discretionary performance bonus of up to 100% of his annual base salary, based on individual and corporate performance goals. Under Mr. Weber's offer letter, if he resigns for Good Reason or we terminate his employment without Cause (each as defined in his offer letter), then as a severance benefit Mr. Weber will be eligible to receive twelve months of base salary (less applicable tax withholdings) paid in accordance with our regular payroll practices. As a condition to receiving the severance benefit above, Mr. Weber must sign and comply with a general release agreement in a form acceptable to us. Further, if Mr. Weber resigns for Good Reason or we terminate Mr. Weber's employment without Cause, in either case within 12 months of a Change in Control (as defined in his offer letter), 100% of his then-unvested equity will immediately accelerate, vest and become exercisable. On March 15, 2023, we announced that Mr. Weber was to step down as our Chief Business Officer. Mr. Weber agreed to assist with the transition of his duties through April 30, 2023. In connection with his departure, in consideration of his assistance with the transition and in exchange for a customary release, Mr. Weber received a lump sum payment of $250,000 and accelerated vesting of 76,024 restricted stock units, less applicable taxes, payroll deductions, and all required withholdings.

  41. Compensation Risk

    Compensation Risk In early fiscal year 2024, the compensation committee reviewed the fiscal year 2023 compensation program, including pay mix, base salary, variable short term incentives, sales compensation programs, equity incentives, severance and benefits and governance provisions. There are factors that reduce the likelihood of excessive risk taking, including the compensation committee's annual review of target compensation levels relative to a reasonable set of peer companies and review alignment of compensation with performance; cash compensation levels are within market ranges for executives; effective balance in fixed and variable pay and short- and longer-term performance focus; short-term incentive opportunities and plan mechanics generally adhere to peer and typical broader market practices; competitive equity grant levels relative to market, that align executive/employee interests with shareholder interests; and administration practices/ policies are aligned with market best practices. Based on these and other factors, the Committee concluded that UiPath's fiscal year 2023 compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on the Company.

  42. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers for the fiscal years indicated:

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total | | Daniel Dines, Co-CEO and Founder | 2023 | $6,017 | — | — | — | $765,818 | $771,835 | | | 2022 | $6,017(4) | — | — | — | $663,629 | $669,646 | | | 2021 | $106,044 | — | — | — | $110,032 | $216,076 | | Robert Enslin, Co-CEO (5) | 2023 | $531,250 | $34,095,445 | $18,934,419 | $472,813 | $21,702 | $54,055,629 | | Ashim Gupta, CFO (6) | 2023 | $500,000 | $14,847,090 | — | $289,250 | $10,322 | $15,646,662 | | | 2022 | $401,000 | $22,066,959 | — | $232,480 | $9,044 | $22,709,483 | | Ted Kummert, EVP Product and Engineering (7) | 2023 | $500,000 | $9,316,390 | — | $289,250 | $12,683 | $10,118,323 | | | 2022 | $450,000 | $13,999,983 | — | $216,000 | $6,560 | $14,672,543 | | | 2021 | $404,384 | $8,250,328 | $15,362,969 | $225,117 | $319 | $24,243,117 | | Chris Weber, Chief Business Officer (5) | 2023 | $415,675 | $41,994,469 | — | $369,950 | $15,237 | $42,795,331 | | Brad Brubaker, Chief Legal Officer (5) | 2023 | $450,000 | $5,819,288 | — | $200,250 | $13,604 | $6,483,142 |

  44. Summary Compensation Table

    (1) Amounts reported represents the aggregate grant date fair value of stock awards or stock options, as applicable, granted to our executive officer, computed in accordance with Accounting Standards Codification ("ASC") 718. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in this column for fiscal year 2023 are set forth in the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2023 (the "Annual Report"). These amounts do not reflect the actual economic value that may be realized by the named executive officer. (2) Amounts shown represent the named executive officers’ total bonuses earned for the fiscal years 2023, 2022, and 2021, as applicable, based on the achievement of company performance goals as determined by the compensation committee. (3) For 2023, amounts include life insurance premium payments made by us on behalf of named executive officers, 401(k) match contributions for each named executive officer (Mr. Dines, $0, Mr. Enslin, $10,938, Mr. Gupta, $7,104, Mr. Brubaker $10,250, Mr. Kummert $10,354, Mr. Weber $11,917), and, for Messrs. Enslin and Weber, nominal gift vouchers for use on UiPath merchandise. Messrs. Enslin, Gupta and Brubaker used the company meal usage benefit and Mr. Gupta used the UiPath lifestyle spending benefit. With respect to Mr. Dines only, the amount shown for fiscal year 2023 includes personal security services in the amount of $721,621, and health insurance costs in the amount of $35,302. On authorized business non-commercial air travel, employees and directors may be permitted to bring non-business guests with the prior approval of a Co-CEO. In these circumstances there is generally little or no incremental costs to the Company. Accordingly, no amounts associated with such use in 2023 by Messrs. Dines, Enslin and Weber are included. (4) Following our initial public offering in April 2021, Mr. Dines requested that his compensation be decreased to a de minimus amount. Therefore Mr. Dines' annual base salary was subsequently decreased to $6,017. (5) Messrs. Enslin, Brubaker and Weber were not named executive officers prior to fiscal year 2023. Accordingly, only fiscal year 2023 compensation information is included for each. Mr. Enslin joined UiPath in May 2022; Mr. Weber joined UiPath in April 2022. (6) Mr. Gupta was not a named executive officer for fiscal year 2021 and, as a result, his compensation information for that year has been omitted. (7) Mr. Kummert was hired as our Executive Vice President of Product and Engineering in March 2020.

  45. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended January 31, 2023:

  46. Grants of Plan Based Awards

    | Name | Grant Date/Award Name | Estimated possible payouts under non-equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Shares of Stock or Units | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (1) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | (a) | (b) | (c) | (d) | (e) | (i) | (j) | (k) | (l) | | Daniel Dines | Fiscal 2023 annual bonus | — | — | — | — | — | — | — | | Robert Enslin | Fiscal 2023 annual bonus | $265,625 | $531,250 | $796,875 | — | — | — | — | | | 5/16/2022—new hire grant | — | — | — | — | 1,565,762 | $16.64 | $14,999,220 | | | 5/16/2022—new hire grant | — | — | — | 1,628,664 | — | — | $27,100,969 | | | 10/31/2022—supplemental grant | — | — | — | — | 541,907 | $12.65 | $3,935,199 | | | 10/31/2022—supplemental grant | — | — | — | 552,923 | — | — | $6,994,476 | | Ashim Gupta | Fiscal 2023 annual bonus | $162,500 | $325,000 | $487,500 | — | — | — | — | | | 6/11/2022—annual grant | — | — | — | 627,386 | — | — | $10,878,873 | | | 10/31/2022—supplemental grant | — | — | — | 313,693 | — | — | $3,968,217 | | Ted Kummert | Fiscal 2023 annual bonus | $162,500 | $325,000 | $487,500 | — | — | — | — | | | 6/11/2022—annual grant | — | — | — | 393,678 | — | — | $6,826,377 | | | 10/31/2022—supplemental grant | — | — | — | 196,839 | — | — | $2,490,013 | | Chris Weber | Fiscal 2023 annual bonus | $207,837 | $415,675 | $623,512 | — | — | — | — | | | 4/4/2022—new hire grant | — | — | — | 1,535,761 | — | — | $34,999,993 | | | 10/31/2022—supplemental grant | — | — | — | 552,923 | — | — | $6,994,476 | | Brad Brubaker | Fiscal 2023 annual bonus | $112,500 | $225,000 | $337,500 | — | — | — | — | | | 6/11/2022—annual grant | — | — | — | 245,903 | — | — | $4,263,958 | | | 10/31/2022—supplemental grant | — | — | — | 122,951 | — | — | $1,555,330 |

  47. Grants of Plan Based Awards

    (1) Amounts reported represent the aggregate grant date fair value of awards granted to our executive officers under our 2021 Equity Incentive Plan (the "2021 Plan"), computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer.

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of January 31, 2023:

  49. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards (1) | | | | Stock Awards (1) | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | | Daniel Dines | — | — | — | — | — | — | — | | Robert Enslin | 5/16/2022 | — | 1,565,762(3) | $16.64 | 5/15/2032 | — | — | | | 5/16/2022 | — | — | — | — | 1,628,664(4) | $25,016,279 | | | 10/31/2022 | 135,477 | 406,430(5) | $12.65 | 10/30/2032 | — | — | | | 10/31/2022 | — | — | — | — | 414,692(6) | $6,369,669 | | Ashim Gupta | 6/30/2018 | 148,009 | —(7) | $0.75 | 6/29/2028 | — | — | | | 6/12/2020 | — | — | — | — | 117,187(8) | $1,799,992 | | | 3/1/2021 | — | — | — | — | 62,500(9) | $960,000 | | | 1/28/2022 | — | — | — | — | 205,439(10) | $3,155,543 | | | 6/11/2022 | — | — | — | — | 392,116(11) | $6,022,902 | | | 10/31/2022 | — | — | — | — | 235,270(12) | $3,613,747 | | Ted Kummert | 3/27/2020 | — | — | — | — | 209,647(8) | $3,220,178 | | | 7/20/2020 | 766,537 | 22,053(13) | $5.06 | 3/26/2030 | — | — | | | 1/28/2022 | — | — | — | — | 418,785(14) | $6,432,538 | | | 6/11/2022 | — | — | — | — | 246,049(11) | $3,779,313 | | | 10/31/2022 | — | — | — | — | 147,629(12) | $2,267,581 | | Chris Weber | 4/4/2022 | — | — | — | — | 987,494(15) | $15,167,908 | | | 10/31/2022 | — | — | — | — | 414,692(12) | $6,369,669 | | Brad Brubaker | 6/14/2019 | — | — | — | — | 6,671(16) | $102,467 | | | 4/30/2020 | 41,928 | 19,059(17) | $3.38 | 4/29/2030 | — | — | | | 4/30/2020 | — | — | — | — | 4,764(8) | $73,175 | | | 7/20/2020 | 280,135 | 26,683(18) | $5.06 | 6/13/2029 | — | — | | | 1/28/2022 | — | — | — | — | 119,653(19) | $1,837,870 | | | 6/11/2022 | — | — | — | — | 153,689(11) | $2,360,663 | | | 10/31/2022 | — | — | — | — | 92,213(12) | $1,416,392 |

  50. Outstanding Equity Awards at Fiscal Year-End

    (1) All equity awards listed in this table were granted pursuant to the 2018 Stock Plan (“2018 Plan”) or the 2021 Plan. (2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2023, which was $15.36, as reported on the NYSE. (3) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vest on May 16, 2023, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date. (4) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vest on May 16, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date. (5) This option award vests based upon the following schedule: 25% of the shares underlying this option vest on each of April 1, July 1, and October 1, 2023 and January 1, 2024, subject to the named executive officer's continuous service through each such vesting date. (6) This RSU award vests based upon the following schedule: 25% of the shares underlying this RSU award vest on each of April 1, July 1, and October 1, 2023 and January 1, 2024, subject to the named executive officer's continuous service through each such vesting date. (7) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on June 30, 2019, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date. (8) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date. (9) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested on January 1, 2022, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date. (10) This RSU award vests based upon the following vesting schedule: 38,380 shares vested on January 1, 2023; 24,836 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; with the remaining shares vesting in equal quarterly installments through January 1, 2026, subject to the executive officer's continuous service through each such vesting date. (11) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU award vest in equal quarterly installments over two years, beginning on July 1, 2022, subject to the named executive officer's continuous service through each such vesting date. (12) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU award vest in equal quarterly installments over one year, beginning on January 1, 2023, subject to the named executive officer's continuous service through each such vesting date. (13) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on March 9, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date. Mr. Kummert's election to be eligible for early option exercise, which was made available to him before our initial public offering and under our 2018 Plan, is reflected with regard to the exercisable options in column (b) above. None of Mr. Kummert's options were early exercised as of January 31, 2023. Mr. Kummert left UiPath's employ on April 14, 2023. Mr. Kummert's unvested equity was forfeited upon his departure. (14) This RSU award vests based upon the following vesting schedule: 48,609 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; 37,391 shares on each of April 1, July 1, and October 1, 2024 and January 1, 2025, with the remaining shares vesting in equal quarterly installments through January 1, 2026, subject to the executive officer's continuous service through each such vesting date. (15) This RSU award vests based upon the following vesting schedule: 548,267 shares vested on January 1, 2023 and 89,842 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; with the remaining shares vesting in equal quarterly installments through April 1, 2026, subject to the executive officer's continuous service through each such vesting date. Mr. Weber is leaving UiPath at the end of the first quarter of fiscal year 2024. Accordingly, all of Mr. Weber's unvested shares are forfeited at such time. (16) This RSU award vests based upon the following vesting schedule: 53,366 of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments through April 1, 2023, subject to the named executive officer’s continuous service through each such vesting date. (17) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on April 15, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date. (18) This option award vests based upon the following vesting schedule: 133,411 of the shares underlying this option were vested on July 20, 2020, with the remaining shares vesting in equal monthly installments from August 15, 2020 to April 15, 2023, subject to the named executive officer's continuous service through each such vesting date. (19) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vest on April 1, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date. Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Agreements with Named Executive Officers” below for a description of such potential acceleration.

  51. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows sets forth certain information regarding any option exercises and stock vested during the fiscal year ended January 31, 2023 with respect to our named executive officers.

  52. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Daniel Dines | — | — | — | — | | Robert Enslin | — | — | 138,231 | $1,756,916 | | Ashim Gupta | 20,625 | $715,825 | 592,213 | $8,974,593 | | Ted Kummert | — | — | 406,487 | $6,203,228 | | Chris Weber | — | — | 686,498 | $8,725,390 | | Brad Brubaker | — | — | 153,446 | $2,227,961 |

  53. Option Exercises and Stock Vested

    (1) The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. (2) The value realized on vesting is determined by multiplying the number of vested restricted stock units by the closing price of our Class A common stock on the vesting date.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled assuming their employment was terminated as of the last business day of fiscal year 2023:

  55. Potential Payments Upon Termination or Change in Control

    | | Daniel Dines | Robert Enslin | Ashim Gupta | Brad Brubaker | Ted Kummert | Chris Weber | | Voluntary Termination for Good Reason(3)(5) | | | | | | | | Cash Severance | — | $750,000 | $500,000 | — | $500,000 | $500,000 | | Equity Acceleration (1) | N/A | $15,484,420 | N/A | N/A | N/A | N/A | | Involuntary Not-For-Cause Termination (5) | | | | | | | | Cash Severance | — | $750,000 | $500,000 | $450,000 | $500,000 | $500,000 | | Equity Acceleration (1) | N/A | $15,484,420 | N/A | N/A | N/A | N/A | | Voluntary Termination for Good Reason Upon a Change in Control (3) (4) | | | | | | | | Cash severance | — | $750,000 | $500,000 | — | $500,000 | $500,000 | | Equity Acceleration (2) | N/A | $30,483,198 | $15,552,184 | N/A | $19,211,913 | $21,537,577 | | Involuntary Termination Not-For-Cause Upon a Change in Control (4) | | | | | | | | Cash Severance | — | $750,000 | $500,000 | $450,000 | $500,000 | $500,000 | | Equity Acceleration (2) | N/A | $30,483,198 | $15,552,184 | $6,293,665 | $19,211,913 | $21,537,577 | | Change of Control Without Termination | | | | | | | | Cash Severance | — | — | — | — | — | — | | Equity Acceleration | — | — | — | — | — | — |

  56. Potential Payments Upon Termination or Change in Control

    (1) Represents amounts expected to vest within twelve months of January 31, 2023. The value of accelerated vesting of unvested RSUs and unvested stock options is based upon the closing price of our Class A Common Stock on January 31, 2023, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested stock options is based on the difference between the closing stock price on January 31, 2023 and the exercise price per option, multiplied by the number of unvested options. (2) The value of accelerated vesting of unvested RSUs and unvested stock options is based upon the closing price of our Class A Common Stock on January 31, 2023, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested stock options is based on the difference between the closing stock price on January 31, 2023, and the exercise price per option multiplied by the number of unvested options. (3) As defined in the applicable agreements, the term “Good Reason” shall mean a direct consequence of: (i) a material diminution in the executives responsibilities, authority or duties without the executive's consent; (ii) a material diminution in the executives base compensation or target bonus opportunity (including after any increase); (iii) material breach by the Company of any commitment made herein; and/or (iii) a material change in the geographic location of the executives primary work location without your consent (excluding business travel generally required in the ordinary course of the role and responsibilities). (4) Termination must be within twelve months of a Change in Control or Sale Event (both as defined in the NEOs' respective offer letters). For the purposes of this table, the amounts reported for accelerated vesting of unvested equity assumes that a change in control event is both a "Sale Event" and a "Change in Control" event for each of Mr. Enslin, Mr. Gupta and Mr. Brubaker. (5) As provided in his offer letter, in the event Mr. Enslin were to resign for Good Reason or the Company were to terminate his employment without Cause (each as defined in the Offer Letter), then as a severance benefit Mr. Enslin will be entitled to (a) cash severance equal to continued base salary payments for twelve months (less applicable tax withholdings), (b) a lump sum pro rata payment of his target annual bonus for the year of termination and (c) acceleration of 12 months of his then unvested and outstanding equity awards. If Mr. Enslin's service was through the end of the fiscal year, under our policies he would be entitled to the accrued amount (independent of termination). Accordingly, for fiscal 2023, had the termination provisions been triggered on January 31, 2023, in addition to the amounts reported above, Mr. Enslin would have been contractually entitled to a pro-rata bonus at target in the amount $531,250.

  57. Pay Versus Performance Disclosures

    Pay Versus Performance Disclosures Provided below is the Company’s “pay versus performance” disclosure regarding the relationship between executive "compensation actually paid" to (i) each individual who has served as our principal executive officer ("PEO") during any or all of fiscal year 2022 and fiscal year 2023 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of fiscal year 2022 and fiscal year 2023, and our financial performance, as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. Since the Company completed its initial public offering in fiscal year 2022, data from fiscal year 2021 is excluded from the disclosure. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. Please refer to the section titled "Executive Compensation—Compensation Discussion and Analysis" for a discussion of our executive compensation objectives and the ways in which we align executive compensation with performance.

  58. Pay Versus Performance Table

    Pay Versus Performance Table

  59. Pay Versus Performance Table

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal Year | Summary Compensation table total for first PEO (1)(7) | Summary Compensation Table Total for Second PEO (2)(7) | Compensation Actually Paid to First PEO (1)(7) | Compensation Actually Paid to Second PEO (2)(7) | Average Summary Compensation Table Total for Non-PEO NEOs (3)(8) | Average Compensation Actually Paid to Non-PEO NEOs (3)(8) | Value of initial $100 investment based on: | | Net Loss (in thousands) | Non-GAAP Operating Margin (6) | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | | | | 2023 | $771,835 | $54,055,629 | $771,835 | $52,437,490 | $18,760,864 | $3,942,402 | $22.26 | $94.95 | $(328,352) | 6% | | 2022 | $669,646 | N/A | $669,646 | N/A | $18,691,013 | $5,359,470 | $52.94 | $113.78 | $(525,586) | 8% |

  60. Pay Versus Performance Table

    (1) Daniel Dines is our co-founder and has served as our Chairman and Co-Chief Executive Officer since May 2022 and Chief Executive Officer since the Company’s founding in 2015. Mr. Dines is our first PEO in both fiscal years presented. (2) Robert Enslin has served as our Co-Chief Executive Officer since May 2022 and is presented as our second PEO in fiscal year 2023. (3) Refer to the Summary Compensation Table ("SCT") above for the listing of our Non-PEO NEOs for each fiscal year presented. (4) The calculation assumes a $100 investment in our Class A common stock at April 21, 2021, the date our Class A common stock began trading on the New York Stock Exchange, through the end of the respective fiscal year, with cash dividends reinvested as applicable. (5) The peer group used in the relevant year corresponds with the peer groups used by the Company in that year for the purposes of the disclosure required pursuant to Item 201(e) if Regulation S-K, in our Annual Report. The peer group is the S&P 500 Technology Index. The calculation assumes a $100 investment at April 21, 2021, the date our Class A common stock began trading on the New York Stock Exchange, through the end of the respective fiscal year, with cash dividends reinvested as applicable. (6) Non-GAAP Operating Margin is our Company-selected measure. Refer above to Executive Compensation—Compensation Discussion and Analysis for definition of Non-GAAP Operating Margin. (7) Reconciliations of SCT data to Compensation Actually Paid ("CAP") for fiscal 2023 and 2022 for PEOs are included in the table below:

  61. Pay Versus Performance Table

    | | PEO 1 (Daniel Dines) | | PEO 2 (Robert Enslin) | | | | Fiscal Year | | Fiscal Year | | | | 2023 | 2022 | 2023 | 2022 | | Summary Compensation Table Total | $771,835 | $669,646 | $54,055,629 | N/A | | Deduct: Fair value of awards granted during the fiscal year | — | — | $(53,029,864) | N/A | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | — | — | $48,666,599 | N/A | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | — | — | $2,745,126 | N/A | | Compensation Actually Paid Table Total | $771,835 | $669,646 | $52,437,490 | N/A |

  62. Pay Versus Performance Table

    (8) Reconciliation of SCT table data to CAP for fiscal 2023 and 2022 for Non-PEO NEOs is included in the table below:

  63. Pay Versus Performance Table

    | | Average for Non-PEO NEOs | | | | Fiscal Year | | | | 2023 | 2022 | | Summary Compensation Table Total | $18,760,864 | $18,691,013 | | Deduct: Fair value of awards granted during the fiscal year | $(17,994,309) | $(18,033,471) | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | $10,249,543 | $14,205,494 | | Add: Year-over-year change in fair value of outstanding and unvested equity awards | $(7,545,760) | $(10,215,162) | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | $4,427,840 | — | | Add: Year-over-year change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year | $(3,955,776) | $711,596 | | Compensation Actually Paid Table Total | $3,942,402 | $5,359,470 |

  64. Pay Versus Performance Table

    All information provided under the above "Pay Versus Performance" heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.