DEF 14A of UiPath, Inc.
Filed May 9, 2024 · FY20240001734722-24-000019
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, nine directors are to be elected to hold office until the 2025 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 2023 Annual Meeting, other than Robert Enslin and June Yang, who were each appointed by our board of directors in January 2024. Ms. Yang was recommended to our board by each of Mr. Enslin and Ms. McGinnis-Day, our Chief People Officer. Mr. Enslin was appointed to our board, effective February 1, 2024, which is also the date he became our sole Chief Executive Officer. Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated each of Philippe Botteri, Daniel Dines, Robert Enslin, Michael Gordon, Daniel Springer, Laela Sturdy, Karenann Terrell, Rich Wong, and June Yang, each to be elected as a director of the Company to serve on our board of directors until the 2025 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. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, reflects 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.
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.
Nominees for Election at the 2024 Annual Meeting
Nominees for Election at the 2024 Annual Meeting
Nominees for Election at the 2024 Annual Meeting
| Philippe Botteri | INDEPENDENT | | Director since February 2020; Board observer from April 2017 | | | Committee(s): Nominating and corporate governance committee | | | Biography: 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 served on the board of directors of Fiverr International Ltd., an online marketplace for freelance services, from 2016 through 2023. 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 and technology industry and product experience; and cloud computing experience. | | | Age: 50 | |
Nominees for Election at the 2024 Annual Meeting
| Daniel Dines | | Chief Innovation Officer, Co-Founder, and Chairman; Chairman since 2005 | | Biography: Mr. Dines is our Co-Founder and became our Chief Innovation Officer as of February 1, 2024. Previously, he served as our Co-Chief Executive Officer from May 2022 and, prior to that, as our Chief Executive Officer since our founding. Mr. Dines was a software development engineer at Microsoft Corporation. Mr. Dines holds a M.S. from the University of Bucharest. We believe that Mr. Dines is qualified to serve on our board of directors because of his leadership in conceptualizing and developing our brand and business; his software development expertise; and his extensive knowledge of our industry. | | Age: 52 |
Nominees for Election at the 2024 Annual Meeting
| Robert Enslin | | Chief Executive Officer and Director since February 2024 | | Biography: Mr. Enslin is our Chief Executive Officer and Director as of February 1, 2024. Prior to that, Mr. Enslin served as our Co-Chief Executive Officer from May 2022 through January 31, 2024. Prior to joining us, Mr. Enslin most recently served as President, Cloud Sales at Google. Mr. Enslin Joined Google in April 2019. Prior to that, he spent 27 years at SAP, most recently as President of its Cloud Business Group and as an executive board member. We believe that Mr. Enslin is qualified to serve on our board of directors because of his software and technology industry and product experience; cloud computing experience; management experience; and sales and marketing experience. | | Age: 61 |
Nominees for Election at the 2024 Annual Meeting
| Michael Gordon | INDEPENDENT | | Director since September 2020 | | | Committee(s): Audit committee (Chair) | | | Biography: 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 and technology industry and product experience; and cloud computing experience. | | | Age: 54 | |
Nominees for Election at the 2024 Annual Meeting
| Daniel D. Springer | INDEPENDENT | | Director since March 2021 | | | Committee(s): Audit committee; compensation committee | | | Biography: 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 and technology industry and product experience; cloud computing experience; management experience; and sales and marketing experience. | | | Age: 60 | |
Nominees for Election at the 2024 Annual Meeting
| Laela Sturdy | INDEPENDENT | | Director since March 2021; Board observer since 2018 | | | Committee(s) Nominating and corporate governance committee (Chair) | | | Biography: Ms. Sturdy serves, since March 2023, as Managing Partner 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 and technology industry and product experience; cloud computing experience; management experience; and sales and marketing experience. | | | Age: 46 | |
Nominees for Election at the 2024 Annual Meeting
| Karenann Terrell | INDEPENDENT | | Director since April 2023 | | | Committee(s): Audit committee | | | Biography: 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 2010 through 2017. 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 | |
Nominees for Election at the 2024 Annual Meeting
| Richard P. Wong | INDEPENDENT | | 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 and technology industry and product experience; and cloud computing experience. | | | Age: 54 | |
Nominees for Election at the 2024 Annual Meeting
| June Yang | INDEPENDENT | | Director since February 2024 | | | Committee(s): None | | | Biography: Ms. Yang has served in executive roles at multiple Fortune 500 companies. Most recently, she was Vice President, Cloud AI and Industry Solutions at Google Cloud from 2021 to 2023. Prior to that she worked as Vice President and General Manager, Compute and Machine Learning Infrastructure at Google Cloud from 2019 to 2021. Ms. Yang held senior leadership roles at VMware from 2009 to 2019, and was at Oracle before that. Ms. Yang also serves on the Board of Directors at SRS Distribution, one of the largest and fastest growing building products distributors in the United States, and Cradles to Crayons, a nonprofit for children in need. Ms. Yang earned a M.S. in Management from Stanford University Graduate School of Business, a M.S. in Chemical Engineering from the University of California, Berkeley, and a B.S. in Chemical Engineering from Caltech. We believe Ms. Yang is qualified to serve on our board of directors given her global experience; software and technology industry and product experience; cloud computing experience; and management experience. | | | Age: 50 | |
Fiscal Year 2024 Director Compensation
Fiscal Year 2024 Director Compensation The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended January 31, 2024:
Fiscal Year 2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Philippe Botteri | $45,000 | $206,156 | $251,156 | | Carl Eschenbach (3) | $4,424 | $— | $4,424 | | Michael Gordon | $55,000 | $206,156 | $261,156 | | Daniel D. Springer | $56,966 | $206,156 | $263,122 | | Laela Sturdy | $45,000 | $206,156 | $251,156 | | Jennifer Tejada (4) | $9,101 | $— | $9,101 | | Karenann Terrell (5) | $36,784 | $774,304 | $811,088 | | Richard P. Wong | $61,264 | $206,156 | $267,420 | | June Yang (6) | $— | $— | $— |
Fiscal Year 2024 Director Compensation
(1) Amounts reported represent the aggregate grant date fair value of RSUs granted to our directors under our UiPath, Inc. 2021 Equity Incentive Plan (the " 2021 Plan"), computed in accordance with Accounting Standards Codification ("ASC") 718. In June 2023, each of our non-employee directors then serving received a grant of 10,995 restricted stock units ("RSUs"). Ms. Terrell's stock award also reflects the initial award of 37,037 RSUs granted upon her joining the board, as described under "Non-Employee Director Compensation Policy" below. For information on how the fair value of these awards was determined, refer to the discussion of significant accounting policies included in the Annual Report, as filed with the SEC on March 27, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. (2) As of January 31, 2024, 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:
Fiscal Year 2024 Director Compensation
| Name | Number of Shares of Restricted Stock | Number of Shares Underlying RSUs | | Philippe Botteri | — | 15,010 | | Carl Eschenbach (3) | — | — | | Michael Gordon | 20,172 | 10,995 | | Daniel D. Springer | — | 31,167 | | Laela Sturdy | — | 15,010 | | Jennifer Tejada (4) | — | — | | Karenann Terrell (5) | — | 48,032 | | Richard P. Wong | — | 15,010 | | June Yang (6) | — | — |
Fiscal Year 2024 Director Compensation
(3) Mr. Eschenbach stepped down from our board of directors on and effective as of March 7, 2023. (4) Ms. Tejada resigned from our board on and effective as of April 13, 2023. (5) Ms. Terrell was appointed to our board on and effective as of April 7, 2023. (6) Ms. Yang was appointed to our board on January 10, 2024, effective February 1, 2024. Daniel Dines, our Chief Innovation Officer and Co-Founder, is our Chairman of our board of directors. Mr. Enslin, our Chief Executive Officer, was appointed to our board of directors on January 10, 2024, effective February 1, 2024. Neither Mr. Dines nor Mr. Enslin receives additional compensation for his service as a director. See the section titled "Executive Compensation" for more information regarding the compensation earned by each of Mr. Dines and Mr. Enslin.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy in April 2021. For fiscal year 2024, our board, with input on peer compensation from Compensia, modified elements of our non-employee director compensation policy. Specifically, the board changed the new director initial equity grant from $400,000 worth of RSUs to $600,000 worth of RSUs, which vest over a three-year period from date of grant. Each director serving on the board at the annual meeting would be eligible for the annual grant, noted below. In addition, in recognition of the role of audit committee chair, the board approved an annual cash retainer for the audit committee chair, which would be paid instead of the $15,000 committee retainer noted below. For fiscal year 2024, our non-employee director compensation policy consisted of the following elements: •an annual cash retainer of $30,000 for board service; •an annual cash retainer of $15,000 for service as lead independent director; •an annual cash retainer of $25,000 for service as audit committee chair; •an annual cash retainer of $15,000 for service as a member of the audit committee, and chair or member of the compensation committee, 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 $600,000, 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 of $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. The compensation described above 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 (as defined in the 2021 Plan).
Consideration of 2023 Advisory "Say-On-Pay" Vote
Consideration of 2023 Advisory "Say-On-Pay" Vote At our Annual Meeting in 2023, we held an advisory vote regarding our executive compensation program, commonly called a “say-on-pay” vote. Of the votes cast, over 95% voted in favor of the “say-on-pay” resolution. We took this to represent strong support for our program. In addition, our stockholders expressed an overwhelming preference that we conduct a “say-on-pay” vote on an annual basis, and as such we intend to continue soliciting a vote on an annual basis. We welcome and value the views and insights of our stockholders and conduct regular outreach to connect with our stockholders to ensure open lines of communication. Our investor relations team, with members of leadership, aims to regularly meet with our stockholders to better understand their perspective on a wide range of topics, including company strategy and performance, corporate governance practices, board structure and composition, executive compensation policies and practices, and practices relating to sustainability matters. The feedback we receive from our stockholders through these activities is regularly communicated to the corporate governance and nominating committee and compensation committee. After careful review, our corporate governance and nominating committee and compensation committee recommend to the board whether enhancements to the Company’s policies and practices are required or recommended to respond to stockholder concerns or expectations relating to new issues or emerging trends. In part in response to stockholder feedback, we took the following actions: In fiscal year 2024, we did not provide off-cycle retention grants and we moved away from equity awards to NEOs with shorter vesting cycles (one or two years), in response to investor feedback. We did not grant sizeable new hire awards to NEOs in fiscal year 2024. In addition, we adopted a stock ownership policy, to further align executive and investor interests. Finally, our Co-CEO and Chairman Daniel Dines moved into a new role of Chief Innovation Officer as of February 1, 2024, to enable him to focus more on our product and vision. This move separated the Chairman and CEO role, with our company now led by our non-executive Chairman Mr. Dines, our lead director Mr. Wong and our Chief Executive Officer Mr. Enslin, as discussed under the heading "Board Leadership Structure" above.
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. | |
Objectives, Philosophy, and Elements of Executive Compensation
We focus on providing a compensation package to our executive officers that provides competitive short-term 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, with feedback from its compensation consultant, uses its judgment to establish a total compensation program for each NEO 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. In fiscal year 2024, we structured a significant portion of the NEOs’ total target compensation to be comprised of performance-based bonus opportunities and long-term equity awards with multi-year vesting in order to align the NEOs’ incentives with the interests of our stockholders and our corporate goals.
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 fiscal year 2024, 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 in making executive compensation decisions for fiscal year 2024; •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 NEOs; •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.
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 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 healthcare 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 2024 is as follows:
Use of Competitive Market Compensation Data
| Asana | Avalara | Cloudflare | Confluent | | Coupa Software | Crowdstrike Holdings | Datadog | DocuSign | | Dynatrace | Elastic N.V. | MongoDB | Okta | | Palantir Technologies | Paylocity Holding | Procore Technologies | Qualtrics International | | RingCentral | Samsara | Snowflake | The Trade Desk | | Twilio | Unity Software | Zscaler | |
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. For fiscal year 2024, following an update of current peer financials, the compensation committee approved the removal of 2 peers (Veeva Systems and Zendesk) and addition of 5 new peers (Confluent, Paylocity, Procore Technologies, Qualtrics International, and Samsara) based on a review of recommended criteria to better align on relative size and value and ensure robust market perspective. 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 2024. 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 annual target performance bonus), annual equity compensation awards (valued based both on an approximation of grant date fair value and ownership percentage), and total direct compensation (total target cash compensation and equity compensation grant value) with respect to each of the NEOs. The compensation committee did not target pay to fall at any particular percentile of the market data, but rather reviewed this market data as a helpful reference point in making fiscal year 2024 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."
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. We strive to measure both top- and bottom-line performance metrics for a balanced approach and accountability.
Target Award Opportunities
| Named Executive Officer | Fiscal Year 2024 Target Bonus Opportunity (%) | Fiscal Year 2024 Target Bonus Opportunity ($) | | Daniel Dines | —% | $— | | Rob Enslin | 100% | $750,000 | | Ashim Gupta | 65% | $325,000 | | Brad Brubaker | 50% | $245,833 |
Executive Bonus Goal Setting
Executive Bonus Goal Setting The compensation committee approved the performance metrics for fiscal year 2024 performance-based cash bonus awards for our NEOs at the first 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. For fiscal year 2024, the compensation committee again determined that the performance goals for our NEOs would be comprised entirely of corporate performance goals. The compensation committee believes that these goals represent rigorous objectives for our NEOs and align with stockholder interests. The NEOs’ fiscal year 2024 performance-based cash bonus awards are tied to the achievement of these goals, as set forth below:
Executive Bonus Goal Setting
| Fiscal Year 2024 Bonus Plan | | | | Corporate Performance Metric (1) | iARR (2) | Non-GAAP Operating Margin (3) | | Threshold performance | 62% of target | 70% of target | | Target performance (4) | 100% of target | 100% of target | | Maximum performance | 138% of target | 130% of target |
Executive Bonus Goal Setting
(1) Payout is linear between threshold and target and linear between target and maximum. (2) iARR is incremental annualized renewal run-rate. Annualized renewal run-rate ("ARR") is a key performance metric we use in managing our business because it illustrates our ability to acquire new subscription customers and to maintain and expand our relationships with existing subscription customers. We define ARR as annualized invoiced amounts per solution SKU from subscription licenses and maintenance and support obligations assuming no increases or reductions in customers’ subscriptions. ARR does not include the costs we may incur to obtain such subscription licenses or provide such maintenance and support, and does not reflect any actual or anticipated reductions in invoiced value due to contract non-renewals or service cancellations other than for certain reserves, for example those for credit losses or disputed amounts. ARR does not include invoiced amounts associated with perpetual licenses or professional services. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and duration. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to replace these items. (3) 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 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. (4) The performance target (100% attainment) for each company performance goal is 100% of our fiscal year 2024 operating plan. The compensation committee approved the weighting of the performance metrics (60% iARR and 40% non-GAAP operating margin) and also approved the use of performance gates for funding the bonus, contingent on specified levels of iARR achievement, to ensure focus on growth as well as cost management. For fiscal year 2024, to fund above 90%, at least 85% of the iARR target had to be achieved. In March 2024, the compensation committee approved the below achievement against the performance targets:
Executive Bonus Goal Setting
| | Performance Metrics | | | | iARR | Non-GAAP Operating Margin | | Weighting of performance metrics | 60% | 40% | | Achievement | $267 million (1) | 18% | | Percent of target achieved | 82% | 179% | | Capped funding in light of performance gate | 90% | |
Executive Bonus Goal Setting
(1) For the purposes of determining executive bonus plan achievement, iARR is adjusted to reflect constant currency.
Fiscal Year 2024 Bonus Payout
Fiscal Year 2024 Bonus Payout In March 2024, the compensation committee approved payments for the fiscal year 2024 as follows:
Fiscal Year 2024 Bonus Payout
| Named Executive Officer | Fiscal Year 2024 Target Bonus Opportunity | Bonus Funding (as a % of Target Bonus) | Annual Bonus Paid (1) | | Daniel Dines | $— | — | $— | | Rob Enslin | $750,000 | 90% | $675,000 | | Ashim Gupta | $325,000 | 90% | $292,500 | | Brad Brubaker | $245,833 | 90% | $221,250 |
Fiscal Year 2024 Bonus Payout
(1) The actual bonus paid is computed based on the eligible earnings for each NEO for the fiscal year (defined as the base salary earned in the fiscal period) multiplied by the funding percentage as approved by the compensation committee.
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 Co-Founder and Co-Chief Executive Officer, has not received an equity grant since before 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, 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 2024, the compensation committee approved grants to our executive officers of long-term incentive compensation opportunities in the form of RSU awards which may vest and be settled for shares of our Class A common stock. The committee moved back to a longer (3 or 4 year vest) for our NEOs, in order to continue to develop the retention facet of equity. Since the value of RSU awards changes 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 as 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.
Annual Grants
| Named Executive Officer | Fiscal Year 2024 Annual RSU Grant (Units) | | Daniel Dines | — | | Robert Enslin (1) | 907,990 | | Ashim Gupta (2) | 453,995 | | Brad Brubaker (3) | 254,237 |
Annual Grants
(1) Mr. Enslin's award vests in equal quarterly installments over four years, beginning on July 1, 2023, subject to his continuous service through each such vesting date. (2) Mr. Gupta's award vests according to the following schedule: 22,700 of the shares underlying this RSU vested on each of July 1, 2023, October 1, 2023, and January 1, 2024, with the remaining shares vesting in equal quarterly installments over the next two years, subject to his continuous service through each such vesting date. (3) Mr. Brubaker's award vests in equal quarterly installments over three years, beginning on July 1, 2023, subject to his continuous service through each such vesting date. Our Co-Chief Executive Officer, Mr. Enslin, received the largest equity award based on his overall responsibility for our performance and success, as well as the scope of his job function as our sole CEO beginning in fiscal year 2025. Our other NEOs 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 the desire to continue to retain existing talent, as well as (except with regard to Mr. Enslin’s compensation) our Co-CEOs' assessment of the remaining NEOs’ performance for the year completed and future potential.
Severance
Severance We do not have a severance plan in place. As discussed below, under "Employment Agreements", some of our NEOs are party to an offer letter that provides for payments upon certain terminations of employment.
Employment Agreements
Employment Agreements We have entered into offer letters with each of our NEOs, the terms of which are described below. Each of our NEOs has executed our standard confidential information and invention assignment agreement.
Robert Enslin
Robert Enslin In April 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 the terms of 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 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 (as defined in his offer letter) is effective, subject to the “Taxes” section of his offer letter; (ii) a prorated portion of his Bonus (as defined in his offer letter) 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 months of the service-time component of RSUs and stock options 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 (as defined in his offer letter) or if we terminate Mr. Enslin's employment without Cause, in either case within twelve months of a Change in Control or a Sale Event (each as defined in his offer letter), 100% of his then-unvested equity will immediately accelerate, vest and become exercisable.
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 the terms of 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 if we terminate Mr. Gupta’s employment without Cause, in either case within twelve months following a Change in Control with respect to his stock options or a Sale Event (each as defined in his offer letter) with respect to his RSUs, in addition to the severance compensation, 100% of his then-unvested equity will immediately accelerate, vest, and become exercisable and non-forfeitable.
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 $500,000, 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 the terms of 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 we terminate Mr. Brubaker's employment without Cause within twelve months following a Change in Control with respect to his stock options or a Sale Event (each as defined in his offer letter) with respect to his RSUs, in addition to the severance compensation, 100% of his then-unvested equity will immediately accelerate, vest, and become exercisable and non-forfeitable.
Compensation Risk
Compensation Risk In early fiscal year 2025, the compensation committee reviewed the fiscal year 2024 compensation program with the assistance of its independent consultant, 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 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 that 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 and policies that are aligned with market best practices. Based on these and other factors, the committee concluded that UiPath's fiscal year 2024 compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on the Company.
Summary Compensation Table — Fiscal Year 2024, 2023, and 2022
Summary Compensation Table — Fiscal Year 2024, 2023, and 2022 The following table presents all of the compensation awarded to or earned by or paid to our NEOs for the fiscal years indicated:
Summary Compensation Table — Fiscal Year 2024, 2023, and 2022
| 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 Co-Founder | 2024 | | 6,017 | | — | | — | | — | | 719,980 | $725,997 | | | 2023 | | 6,017 | | — | | — | | — | | 765,818 | $771,835 | | | 2022 | | 6,017(4) | | — | | — | | — | | 663,629 | $669,646 | | Robert Enslin, Co-CEO (5) | 2024 | | 750,000 | | 15,063,554 | | — | | 675,000 | | 16,102 | $16,504,656 | | | 2023 | | 531,250 | | 34,095,445 | | 18,934,419 | | 472,813 | | 21,702 | $54,055,629 | | Ashim Gupta, CFO | 2024 | | 500,000 | | 7,531,777 | | — | | 292,500 | | 16,725 | $8,341,002 | | | 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 | | Brad Brubaker, Chief Legal Officer (5) | 2024 | | 491,667 | | 4,217,792 | | — | | 221,250 | | 16,964 | $4,947,673 | | | 2023 | | 450,000 | | 5,819,288 | | — | | 200,250 | | 13,604 | $6,483,142 |
Summary Compensation Table — Fiscal Year 2024, 2023, and 2022
(1) Amounts reported represent the aggregate grant date fair value of stock awards or stock options, as applicable, granted to the NEO, computed in accordance with ASC 718. For information on how the fair value of these awards was determined, refer to the discussions of significant accounting policies and equity incentive plans and stock-based compensation included in the Annual Report, as filed with the SEC on March 27, 2024. These amounts do not reflect the actual economic value that may be realized by the NEO. (2) Amounts shown represent the NEOs’ total bonuses earned for the fiscal years 2024, 2023, and 2022, as applicable, based on the achievement of Company performance goals as determined by the compensation committee. (3) For fiscal year 2024, amounts include life insurance premium payments made by us on behalf of NEOs, 401(k) match contributions for each NEOs (Mr. Enslin, $11,250; Mr. Gupta, $11,250; Mr. Brubaker $11,354). Messrs. Dines, Enslin, Gupta, and Brubaker used the Company's catered meal benefit, and Mr. Gupta used the UiPath lifestyle spending benefit. With respect to Mr. Dines, the amount shown for fiscal year 2024 includes personal security services in the amount of $677,252 and health insurance costs in the amount of $40,785. (4) Following our initial public offering in April 2021, Mr. Dines requested that his compensation be decreased to a de minimis amount and Mr. Dines' annual base salary was subsequently decreased to $6,017. (5) Messrs. Enslin and Brubaker were not NEOs prior to fiscal year 2023. Accordingly, only fiscal year 2024 and 2023 compensation information is included for each. Mr. Enslin joined UiPath in May 2022.
Grants of Plan Based Awards — Fiscal Year 2024
Grants of Plan Based Awards — Fiscal Year 2024 The following table presents information regarding each plan-based award granted to our NEOs during fiscal year 2024:
Grants of Plan Based Awards — Fiscal Year 2024
| Name | Grant Date/Award Name | Estimated possible payouts under non-equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Shares of Stock or Units | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (1) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | (a) | (b) | (c) | (d) | (e) | (i) | (j) | (k) | (l) | | Daniel Dines | Fiscal year 2024 annual bonus | $— | $— | $— | — | — | — | $— | | Robert Enslin | Fiscal year 2024 annual bonus | $375,000 | $750,000 | $1,125,000 | — | — | — | $— | | | 4/13/2023—annual grant | $— | $— | $— | 907,990 | — | — | $15,063,554 | | Ashim Gupta | Fiscal year 2024 annual bonus | $162,500 | $325,000 | $487,500 | — | — | — | $— | | | 4/13/2023—annual grant | $— | $— | $— | 453,995 | — | — | $7,531,777 | | Brad Brubaker | Fiscal year 2024 annual bonus | $122,917 | $245,833 | $368,750 | — | — | — | $— | | | 4/13/2023—annual grant | $— | $— | $— | 254,237 | — | — | $4,217,792 |
Grants of Plan Based Awards — Fiscal Year 2024
(1) Amounts reported represent the aggregate grant date fair value of awards granted to our NEOs under the 2021 Plan, computed in accordance with ASC 718. For information on how the fair value of these awards was determined, refer to the discussions of significant accounting policies and equity incentive plans and stock-based compensation included in the Annual Report, as filed with the SEC on March 27, 2024. This amount does not reflect the actual economic value that may be realized by the NEO.
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2024
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2024 The following table sets forth certain information about equity awards granted to our NEOs that remain outstanding as of January 31, 2024:
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2024
| Name | Grant Date | Option Awards (1) | | | | Stock Awards (1) | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | | Daniel Dines | — | — | — | — | — | — | $— | | Robert Enslin | 5/16/2022 | 652,400 | 913,362(3) | $16.64 | 5/15/2032 | — | — | | | 5/16/2022 | — | — | — | — | 1,017,915(4) | $23,391,687 | | | 10/31/2022 | 541,907 | —(5) | $12.65 | 10/30/2032 | — | — | | | 4/13/2023 | — | — | — | — | 737,742(6) | $16,953,311 | | Ashim Gupta | 6/30/2018 | 148,009 | —(7) | $0.75 | 6/29/2028 | — | — | | | 6/12/2020 | — | — | — | — | 23,437(8) | $538,582 | | | 3/1/2021 | — | — | — | — | 31,250(9) | $718,125 | | | 1/28/2022 | — | — | — | — | 106,095(10) | $2,438,063 | | | 6/11/2022 | — | — | — | — | 78,423(11) | $1,802,161 | | | 4/13/2023 | — | — | — | — | 385,896(12) | $8,867,890 | | Brad Brubaker | 4/30/2020 | 57,175 | 3,812(13) | $3.38 | 4/29/2030 | — | — | | | 4/30/2020 | — | — | — | — | 953(8) | $21,900 | | | 7/20/2020 | 306,818 | —(14) | $5.06 | 6/13/2029 | — | — | | | 1/28/2022 | — | — | — | — | 67,305(15) | $1,546,669 | | | 6/11/2022 | — | — | — | — | 30,738(11) | $706,359 | | | 4/13/2023 | — | — | — | — | 190,678(16) | $4,381,780 |
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2024
(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, 2024, which was $22.98, as reported on the NYSE. (3) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on May 16, 2023, with the remaining shares vesting in equal monthly installments over the next three years, subject to the NEO'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 vested on May 16, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the NEO’s continuous service through each such vesting date. (5) This option award vested based upon the following schedule: 25% of the shares underlying this option vested on each of April 1, July 1, and October 1, 2023 and January 1, 2024. (6) This RSU award vests based upon the following schedule: shares underlying this RSU vest in equal quarterly installments over four years, beginning on July 1, 2023, subject to the NEO's continuous service through each such vesting (7) This option award vested 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. (8) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU 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 NEO’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 vested on January 1, 2022, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the NEO's continuous service through each such vesting date. (10) This RSU award vests based upon the following vesting schedule: 38,380 of the shares underling this RSU vested on January 1, 2023 and 24,836 shares vested 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 NEO's continuous service through each such vesting date. (11) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU vest in equal quarterly installments over two years, beginning on July 1, 2022, subject to the NEO's continuous service through each such vesting date. (12) This RSU award vests based upon the following vesting schedule: 22,700 of the shares underlying this RSU vested on each of July 1, 2023, October 1, 2023, and January 1, 2024, with the remaining shares vesting in equal quarterly installments over the next two years, subject to the NEO'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 April 15, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the NEO's continuous service through each such vesting date. (14) This option award vested based upon the following vesting schedule: 133,411 of the shares underlying this option vested on July 20, 2020, and the remaining shares vested in equal monthly installments from August 15, 2020 to April 15, 2023. (15) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU vested on April 1, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the NEO's continuous service through each such vesting date. (16) This RSU award vests based upon the following schedule: shares underlying this RSU vest in equal quarterly installments over three years, beginning on July 1, 2023, subject to the NEO's continuous service through each such vesting Options and RSUs held by certain of our NEOs are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “Employment Agreements" for a description of such potential acceleration.
Option Exercises and Stock Vested — Fiscal Year 2024
Option Exercises and Stock Vested — Fiscal Year 2024 The following table shows sets forth certain information regarding any option exercises and stock awards vested during fiscal year 2024 with respect to our NEOs:
Option Exercises and Stock Vested — Fiscal Year 2024
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Daniel Dines | — | — | — | $— | | Robert Enslin | — | — | 1,195,689 | $19,908,179 | | Ashim Gupta | — | — | 841,406 | $15,580,253 | | Brad Brubaker | — | — | 341,553 | $6,305,883 |
Option Exercises and Stock Vested — Fiscal Year 2024
(1) The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our Class A common stock on the vesting date.
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 NEOs would be entitled assuming their employment was terminated as of the last business day of fiscal year 2024:
Potential Payments Upon Termination or Change in Control
| | Daniel Dines | Robert Enslin | Ashim Gupta | Brad Brubaker | | Voluntary Termination for Good Reason (3)(5) | | | | | | Cash Severance | $— | $750,000 | $500,000 | $— | | Equity Acceleration (1) | N/A | $19,864,865 | N/A | N/A | | Involuntary Not-For-Cause Termination (5) | | | | | | Cash Severance | $— | $750,000 | $500,000 | $500,000 | | Equity Acceleration (1) | N/A | $19,864,865 | N/A | N/A | | Voluntary Termination for Good Reason Upon a Change in Control (3)(4) | | | | | | Cash severance | $— | $750,000 | $500,000 | $— | | Equity Acceleration (2) | N/A | $46,135,713 | $14,364,821 | N/A | | Involuntary Termination Not-For-Cause Upon a Change in Control (4) | | | | | | Cash Severance | $— | $750,000 | $500,000 | $500,000 | | Equity Acceleration (2) | N/A | $46,135,713 | $14,364,821 | $6,731,411 | | Change in Control Without Termination | | | | | | Cash Severance | $— | $— | $— | $— | | Equity Acceleration | $— | $— | $— | $— |
Potential Payments Upon Termination or Change in Control
(1) Represents amounts expected to vest within twelve months of January 31, 2024. 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, 2024, 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, 2024, 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, 2024, 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, 2024, 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 his 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 2024, had the termination provisions been triggered on January 31, 2024, in addition to the amounts reported above, Mr. Enslin would have been contractually entitled to a bonus at target in the amount $750,000.
CEO Pay Ratio Disclosures
CEO Pay Ratio Disclosures In accordance with SEC rules, we are providing the ratio of the total annual compensation of each individual serving as a Co-CEO during the last completed fiscal year to the total annual compensation of our median compensated employee (the “Median Employee”). For fiscal year 2024, the ratios of Mr. Dines' and Mr. Enslin's total annual compensation to that of the Median Employee are 4:1 and 88:1, respectively. We believe these ratios are reasonable estimates, calculated in a manner consistent with SEC rules, based on our payroll and employment records and the methodology described below. As disclosed in the Summary Compensation Table, the total annual compensation of Mr. Dines and Mr. Enslin for fiscal year 2024 was $725,997 and $16,504,656, respectively. The total annual compensation of the Median Employee for fiscal year 2024 was $188,349, calculated in the same manner as the compensation for our Co-CEOs in accordance with SEC rules. For additional information about the compensation of our Co-CEOs, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. For purposes of identifying the global median employee for fiscal year 2024, we used our global employee population as of November 1, 2023, which consisted of 3,984 total global employees, of whom 1,244 were employed in the U.S. and 2,740 were employed in foreign jurisdictions. As permitted by SEC rules, we excluded leased employees and independent contractors, as well as 191 employees in the following foreign jurisdictions:
CEO Pay Ratio Disclosures
| Country | Number of Employees | Country | Number of Employees | | Belgium | 4 | Malaysia | 4 | | Brazil | 27 | Mexico | 4 | | Chile | 1 | New Zealand | 1 | | China | 21 | Norway | 3 | | Czechia | 1 | Philippines | 1 | | Denmark | 9 | Portugal | 1 | | Finland | 6 | Saudi Arabia | 14 | | Hong Kong | 14 | South Africa | 8 | | Indonesia | 3 | Sweden | 10 | | Ireland | 4 | Taiwan | 8 | | Israel | 9 | Thailand | 4 | | Republic of Korea | 33 | Vietnam | 1 |
CEO Pay Ratio Disclosures
After giving effect to these exclusions, the number of global employees from which the Median Employee was identified was 3,793. To identify the Median Employee, we first calculated the sum of annual base salary, target bonus, and the grant date fair value of equity awards granted from November 1, 2022 through October 31, 2023 for the global population. We annualized this amount for employees who commenced employment during that period. For employees paid in currencies other than U.S. dollars, we converted to U.S. dollars using exchange rates as of October 31, 2023. Upon calculating the median amount of compensation utilizing this methodology, we applied statistical sampling with the assistance of an outside expert to identify the population of employees with compensation within a five percent range around the median. From this population of employees, we identified a Median Employee and then calculated their total annual compensation. The compensation data used for identification of the median employee included the following elements for the twelve-month period preceding the determination date: •base pay, which included all regular wages, overtime, paid time off, pay related to leaves of absences and leave payout, and allowances; •actual cash bonus compensation paid; •actual commissions paid; and •grant date fair value of equity awards granted. We believe the pay ratio presented above is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Because the SEC rules for identifying the global median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
Pay Versus Performance Disclosures
Pay Versus Performance Disclosures Provided below is the Company’s pay versus performance disclosure regarding the relationship between the compensation actually paid to (i) each individual who has served as our principal executive officer ("PEO") during any or all of fiscal year 2024, fiscal year 2023, and fiscal year 2022 and (ii) our other non-PEO NEOs (determined as an average, as set forth below) during each of fiscal year 2024, fiscal year 2023, and fiscal year 2022, 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.
Pay Versus Performance Table
Pay Versus Performance Table
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) | | | | 2024 | $725,997 | $16,504,656 | $725,997 | $34,913,743 | $6,644,337 | $11,576,933 | $33.30 | $141.22 | $(89,883) | 18% | | 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% |
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 2024. (3) The non-PEO NEOs for the applicable years were as follows: •Fiscal year 2024: Ashim Gupta, our Chief Financial Officer; and Brad Brubaker, our Chief Legal Officer; •Fiscal years 2023 and 2022: Ashim Gupta, our Chief Financial Officer; Brad Brubaker, our Chief Legal Officer; Ted Kummert, our former VP Product and Engineering (through April 2023); and Chris Weber, our former Chief Business Officer (through April 2023). (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 NYSE 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 NYSE, 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 to Tabular Disclosure of Most Important Performance-Related Measures above and to Executive Bonus Goal Setting for further information about the calculation of Non-GAAP Operating Margin. (7) Reconciliations of summary compensation table ("SCT") data to compensation actually paid ("CAP") for fiscal year 2024 for PEOs are included in the table below:
Pay Versus Performance Table
| | PEO 1 (Daniel Dines) | PEO 2 (Robert Enslin) | | Summary Compensation Table Total | $725,997 | $16,504,656 | | Deduct: Grant date fair value of awards granted during the fiscal year | — | (15,063,554) | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | — | 16,953,311 | | Add: Year-over-year change in fair value of outstanding and unvested equity awards | — | 11,598,834 | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | — | 3,320,969 | | Add: Change in fair value as of vesting date of equity awards granted in prior fiscal years that vested during the fiscal year | — | 1,599,527 | | Compensation Actually Paid Table Total | $725,997 | $34,913,743 |
Pay Versus Performance Table
(8) Reconciliation of SCT table data to CAP for fiscal year 2024 for Non-PEO NEOs is included in the table below:
Pay Versus Performance Table
| | Average for Non-PEO NEOs | | Summary Compensation Table Total | $6,644,337 | | Deduct: Grant date fair value of awards granted during the fiscal year | (5,874,784) | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | 6,624,835 | | Add: Year-over-year change in fair value of outstanding and unvested equity awards | 1,301,651 | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | 1,284,100 | | Add: Change in fair value as of vesting date of equity awards granted in prior fiscal years that vested during the fiscal year | 1,596,794 | | Compensation Actually Paid Table Total | $11,576,933 |
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.