DEF 14A of UiPath, Inc.
Filed May 13, 2025 · FY20250001734722-25-000021
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the 2026 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 2024 Annual Meeting, other than Sivaramakichenane Somasegar, who was appointed by our board of directors, effective September 2024. Mr. Somasegar was recommended to our board by Mr. Dines. Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated each of Daniel Dines, Philippe Botteri, Michael Gordon, Sivaramakichenane Somasegar, Daniel Springer, 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 2026 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. Ms. Laela Sturdy previously notified us of her intent not to stand for re-election at the Annual Meeting and will therefore be resigning from our board of directors, effective as of immediately prior to the Annual Meeting. In connection with her resignation, our board of directors has approved a decrease in the authorized number of directors on the board of directors from nine to eight directors, effective as of immediately prior to the Annual Meeting. 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 majority of the 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 diversity into account. 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 2025 Annual Meeting
Nominees for Election at the 2025 Annual Meeting
Nominees for Election at the 2025 Annual Meeting
| Daniel Dines | | Chief Executive Officer, Co-Founder, and Chairman; Chairman since 2005 | | Biography: Mr. Dines is our Co-Founder and has served as our Chief Executive Officer since June 2024. He was previously our Chief Innovation Officer from February 2024 to June 2024, our Co-Chief Executive Officer from May 2022 through January 2024 and, prior to that, was our Chief Executive Officer since our founding in 2005. He has also served as Chairman of our board of directors since our founding. Before founding UiPath, 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: 53 |
Nominees for Election at the 2025 Annual Meeting
| Philippe Botteri | INDEPENDENT | | Director since February 2020; Board observer from April 2017 to February 2020 | | | Committee(s): Nominating and corporate governance committee (Chair, effective as of immediately prior to the Annual Meeting) | | | 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: 51 | |
Nominees for Election at the 2025 Annual Meeting
| Michael Gordon | INDEPENDENT | | Director since September 2020 | | | Committee(s): Audit committee (Chair) | | | Biography: Mr. Gordon served as Chief Financial Officer, from July 2015 to January 2025, and Chief Operating Officer, from November 2018 to January 2025, of MongoDB, Inc., a database platform company. 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: 55 | |
Nominees for Election at the 2025 Annual Meeting
| Sivaramakichenane Somasegar | INDEPENDENT | | Director since September 2024 | | | Committee(s): Nominating and corporate governance committee | | | Biography: Mr. Somasegar has served as a Managing Director at Madrona Ventures, an early stage venture capital firm, since 2017, after joining the firm in 2015. Prior to joining Madrona, Mr. Somasegar built a career at Microsoft over nearly three decades, where he led the company’s Developer Division responsible for the Visual Studio and .NET family of products that are the core building blocks for tens of millions of developers to build applications. Mr. Somasegar also led the development of Microsoft’s R&D labs in Boston, Canada, China, India, and Israel. Mr. Somasegar serves on the boards of directors of several private companies. Mr. Somasegar holds a master’s degree in computer engineering from Louisiana State University and a bachelor’s degree in electronics and communication engineering from Guindy Engineering College, Anna University in Chennai, India. Mr. Somasegar also received an Honorary Doctorate from Anna University for accomplishments in Technology and Computer Science. We believe that Mr. Somasegar is qualified to serve on our board of directors because of his global experience; management experience; software and technology industry and product experience; and cloud computing experience. | | | Age: 58 | |
Nominees for Election at the 2025 Annual Meeting
| Daniel D. Springer | INDEPENDENT | | Director since March 2021 | | | Committee(s): Audit committee; compensation committee | | | Biography: Mr. Springer serves, since April 2025, as the Chief Executive Officer of Ironclad and previously served, from January 2017 to June 2022, as Chief Executive Officer and President of DocuSign, Inc., an e-signature technology company. 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 DocuSign, Inc. from January 2017 to April 2025 and YuMe Inc. 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: 61 | |
Nominees for Election at the 2025 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 has served on the board of directors of Eaton Corp Plc since July 2024 and previously 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: 64 | |
Nominees for Election at the 2025 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: 55 | |
Nominees for Election at the 2025 Annual Meeting
| June Yang | INDEPENDENT | | Director since February 2024 | | | Committee(s): Audit committee | | | 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 currently serves on the Board of Directors of NetApp, Inc. and MSCI Inc. since September 2024 and December 2024, respectively. She also serves on the board of directors of 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: 51 | |
Fiscal Year 2025 Director Compensation
Fiscal Year 2025 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, 2025:
Fiscal Year 2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Philippe Botteri | $45,000 | $193,529 | $238,529 | | Michael Gordon | $55,000 | $193,529 | $248,529 | | Sivaramakichenane Somasegar (3) | $18,220 | $607,622 | $625,842 | | Daniel D. Springer | $60,000 | $193,529 | $253,529 | | Laela Sturdy (4) | $45,000 | $193,529 | $238,529 | | Karenann Terrell | $45,000 | $193,529 | $238,529 | | Richard P. Wong | $60,000 | $193,529 | $253,529 | | June Yang (5) | $40,679 | $796,376 | $837,055 |
Fiscal Year 2025 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 2024, each of our non-employee directors then serving received a grant of 17,021 restricted stock units ("RSUs") with a grant date fair value of $193,529. Ms. Yang's stock award also reflects the initial award of 26,086 RSUs with a grant date fair value of $602,847 granted upon joining the board, and Mr. Somasegar's stock award only reflects the initial award of 47,694 RSUs with a grant date fair value of $607,622 granted upon joining the board, as he was not serving at the time of the June 2024 grant. The initial awards are further 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 24, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director. (2) As of January 31, 2025, the aggregate number of outstanding shares underlying outstanding RSUs held by each of our non-employee directors was as follows:
Fiscal Year 2025 Director Compensation
| Name | Number of Shares Underlying RSUs | | Philippe Botteri | 17,021 | | Michael Gordon | 17,021 | | Sivaramakichenane Somasegar | 47,694 | | Daniel D. Springer | 17,021 | | Laela Sturdy | 17,021 | | Karenann Terrell | 41,712 | | Richard P. Wong | 17,021 | | June Yang | 43,107 |
Fiscal Year 2025 Director Compensation
(3) Mr. Somasegar was appointed to our board on August 30, 2024, effective September 5, 2024. (4) Ms. Sturdy is not standing for re-election and will resign from our board of directors, effective as of immediately prior to the Annual Meeting. (5) Ms. Yang was appointed to our board on January 10, 2024, effective February 1, 2024. Daniel Dines, our Chief Executive Officer and Co-Founder, is our Chairman of our board of directors. Mr. Enslin, our former Chief Executive Officer, informed the Company of his resignation as Chief Executive Officer and from the board of directors on May 23, 2024, effective June 1, 2024. Neither Mr. Dines nor Mr. Enslin received additional compensation for 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, which was subsequently modified in fiscal year 2024. As of January 31, 2025, 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 of stockholders 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 the non-employee director's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); 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 2024 Advisory "Say-On-Pay" Vote
Consideration of 2024 Advisory "Say-On-Pay" Vote At our Annual Meeting in 2024, 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 at our Annual Meeting in 2023 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 nominating and corporate governance committee and compensation committee. After careful review, our nominating and corporate governance 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. As noted below under "Fiscal Year 2025 Executive Compensation Program — PSUs in Fiscal Year 2026," in fiscal year 2026, in part in response to stockholder feedback, we introduced performance stock units ("PSUs") as a portion of long-term equity incentive compensation for our NEOs.
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 each 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 2025, 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 2025, 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 2025; •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) generally within a range of ~0.33x to ~3.0x UiPath’s revenue; and (iv) generally within a range of ~0.25x to ~3.0x UiPath’s market capitalization with secondary factors, including whether a potential peer company is at a similar stage from its initial public offering, had strong revenue growth, and was a potential competitor for executive talent. The peer group with respect to fiscal year 2025 is as follows:
Use of Competitive Market Compensation Data
| Appian | DocuSign | Procore Technologies | | Asana | Dynatrace | RingCentral | | Bill Holdings | Elastic N.V. | Samsara | | Cloudflare | Freshworks | Twilio | | Confluent | HashiCorp | Unity Software | | Crowdstrike Holdings | MongoDB | Zscaler | | Datadog | Okta | |
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 2025, following an update of current peer financials, the compensation committee approved the removal of seven peers (Avalara, Coupa, Palantir, Paylocity Holdings, Qualtrics International, Snowflake, and The Trade Desk) and addition of four new peers (Appian, Bill Holdings, Freshworks, and HashiCorp) 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 2025. 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 2025 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
Target Award Opportunities The target annual performance-based bonus award opportunities for our NEOs were determined by the compensation committee in the first quarter of fiscal year 2025 and expressed as a percentage of their annual base salary, as set forth below. In August 2024, effective September 5, 2024, the compensation committee approved an increase to Mr. Gupta's target bonus opportunity from 65% to 80% as a result of his appointment to the additional role of Chief Operating Officer. There were no other changes to target bonus opportunities for our NEOs in fiscal year 2025.
Target Award Opportunities
| Named Executive Officer | Fiscal Year 2025 Target Bonus Opportunity (%) | Fiscal Year 2025 Target Bonus Opportunity ($) | | Daniel Dines (1) | —% | $— | | Robert Enslin (2) | 100% | $750,000 | | Ashim Gupta (3) | 80% | $430,000 | | Brad Brubaker | 50% | $250,000 |
Target Award Opportunities
(1) Mr. Dines does not participate in the annual performance-based bonus program. (2) In connection with his resignation in June 2024, Mr. Enslin forfeited the opportunity to earn his fiscal year 2025 annual bonus. (3) The dollar value of Mr. Gupta's target bonus opportunity is the amount of the actual base pay earned during fiscal year 2025 multiplied by his new target bonus opportunity %.
Executive Bonus Goal Setting
Executive Bonus Goal Setting The compensation committee approved the performance metrics for fiscal year 2025 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 2025, 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 2025 performance-based cash bonus awards are tied to the achievement of these goals, as set forth below:
Executive Bonus Goal Setting
| Fiscal Year 2025 Bonus Plan | | | | | Corporate Performance Metric (1) | Payout (%) | iARR (2) | Non-GAAP Operating Income (3) | | Threshold performance | 50% | 60% of target | 70% of target | | Target performance (4) | 100% | 100% of target | 100% of target | | Maximum performance | 150% | 140% 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. ARR also does not reflect nonrecurring rebates payable to partners (upon establishing sufficient history of their nonrecurring nature), the impact of nonrecurring incentives (such as one-time discounts provided under sales promotional programs), and 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 is 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 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 2025 operating plan. The compensation committee approved the weighting of the performance metrics (60% iARR and 40% non-GAAP operating income) 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 2025, to fund above 80%, at least 70% of the iARR target had to be achieved; to fund above 90%, at least 85% of the iARR target had to be achieved; and to fund above 100%, at least 100% 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 Income | | Weighting of performance metrics | 60% | 40% | | Achievement | $211 million (1) | $241 million | | Percent of target achieved | 65% | 75% | | Funding | 56% | 58% | | Weighted funding | 57% | |
Executive Bonus Goal Setting
(1) For the purposes of determining executive bonus plan achievement, iARR is adjusted to reflect constant currency.
Fiscal Year 2025 Bonus Payout
Fiscal Year 2025 Bonus Payout In March 2025, the compensation committee approved payments for the fiscal year 2025 as follows:
Fiscal Year 2025 Bonus Payout
| Named Executive Officer | Fiscal Year 2025 Target Bonus Opportunity | Bonus Funding (as a % of Target Bonus) | Annual Bonus Paid (1) | | Daniel Dines | $— | — | $— | | Ashim Gupta (2) | $430,000 | 57% | $245,100 | | Brad Brubaker | $250,000 | 57% | $142,500 |
Fiscal Year 2025 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. (2) The dollar value of Mr. Gupta's target bonus opportunity is the amount of the actual base pay earned during fiscal year 2025 multiplied by his new target bonus opportunity %. These bonus payments were determined based solely on the level of financial achievement under the bonus program without the use of discretion, demonstrating our commitment to a pay for performance philosophy.
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 our executive officers by the compensation committee. Mr. Dines, our Co-Founder, Chief Executive Officer, and Chairman, 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 Chief Executive Officer, the compensation committee also takes into account the recommendations of the Chief Executive Officer 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. We generally grant equity awards to our executive officers on an annual basis; however, grants may occur at other times for new hires, promotions, or other special circumstances as our compensation committee determines appropriate. During fiscal year 2025, the Company did not grant stock options, stock appreciation rights, or similar awards to our NEOs. The Company has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K at this time. In fiscal year 2025, 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 over a three- or four-year period. 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.
PSUs in Fiscal Year 2026
PSUs in Fiscal Year 2026 In fiscal year 2026, in part in response to stockholder feedback, we are introducing PSUs as a portion of long-term equity incentive compensation for our NEOs. The performance criteria for these awards will be based on revenue targets. The target value of fiscal year 2026 long-term equity incentive compensation will be weighted 50% in the form of PSUs and 50% in the form of RSUs. We believe this further aligns interests with our stockholders in driving long-term company performance and growth in value.
Annual and Supplemental Grants
Annual and Supplemental Grants Our NEOs received RSU grants 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 Company's desire to continue to retain existing talent, as well as our Chief Executive Officer's assessment of the other NEOs' performance for the year completed and future potential. Fiscal year 2025 grants to our NEOs were as follows:
Annual and Supplemental Grants
| Named Executive Officer | Fiscal Year 2025 Annual RSU Grant | Fiscal Year 2025 Supplemental RSU Grant | | Daniel Dines | — | — | | Robert Enslin | 652,173(1) | — | | Ashim Gupta | 326,086(2) | 245,499(3) | | Brad Brubaker | 182,608(2) | 102,291(4) |
Annual and Supplemental Grants
(1) Mr. Enslin's fiscal year 2025 annual RSU grant would have vested in equal quarterly installments over four years, beginning on July 1, 2024, subject to his continuous service through each such vesting date, but was forfeited in June 2024. (2) Mr. Gupta and Mr. Brubaker's fiscal year 2025 annual RSU grants vest in equal quarterly installments over three years, beginning on July 1, 2024, subject to the respective NEO's continuous service through each such vesting date. (3) Mr. Gupta's fiscal year 2025 supplemental RSU grant, awarded in recognition of his expanded role and for retention purposes, vests based upon the following vesting schedule: 88,380 of the shares underlying this RSU vested on January 1, 2025; 26,392 shares vested on April 1, 2025; and 26,392 shares will vest on each of July 1 and October 1, 2025 and January 1, 2026, with the remaining shares vesting in equal quarterly installments through July 1, 2027, subject to his continuous service through each such vesting date. (4) Mr. Brubaker's fiscal year 2025 supplemental RSU grant, awarded for retention purposes, vests based upon the following vesting schedule: 36,825 of the shares underlying this RSU vested on January 1, 2025; 10,997 shares vested on April 1, 2025; and 10,997 shares will vest on each of July 1 and October 1, 2025 and January 1, 2026, with the remaining shares vesting in equal quarterly installments through July 1, 2027, subject to his continuous service through each such vesting date.
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 former Chief Executive Officer. The offer letter had no specific term and provided for at-will employment. Mr. Enslin's annual base salary was $750,000, and he was 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 terminated his employment without Cause (as defined in his offer letter), then as a severance benefit, Mr. Enslin would 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 held as of the effective termination date. As a condition to receiving the severance benefit above, Mr. Enslin would have had to sign and comply with a general release agreement in a form acceptable to us. Further, if Mr. Enslin resigned for Good Reason (as defined in his offer letter) or if we terminated 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 would immediately accelerate, vest and become exercisable. On May 23, 2024, Mr. Enslin informed us of his decision to resign as Chief Executive Officer, effective June 1, 2024. Mr. Enslin agreed to provide us with transition support pursuant to the terms of an advisory agreement through September 27, 2024, at an advisory fee of $7,500 per week for each week of the term. At the end of his employment, he was not eligible for the severance benefits described above and his then-unvested equity was forfeited. In recognition of Mr. Enslin's continued transition support, the post-termination exercise period for his vested non-qualified stock options was extended from 90 days to the end of fiscal year 2025.
Ashim Gupta
Ashim Gupta In January 2018, we entered into an offer letter with Mr. Gupta as Chief Financial Officer, and in September 2024, we entered into a new offer letter with Mr. Gupta, confirming his position as our Chief Financial Officer and adding the role of Chief Operating Officer, 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 $600,000, and he is currently eligible for an annual discretionary performance bonus of up to 80% 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 Assessment
Compensation Risk Assessment In early fiscal year 2026, the compensation committee reviewed the fiscal year 2025 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 stockholder 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 2025 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 2025, 2024, and 2023
Summary Compensation Table — Fiscal Year 2025, 2024, and 2023 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 2025, 2024, and 2023
| 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, Chief Executive Officer | 2025 | | 6,017 | | — | | — | | — | | 1,069,696 | $1,075,713 | | | 2024 | | 6,017 | | — | | — | | — | | 719,980 | $725,997 | | | 2023 | | 6,017 | | — | | — | | — | | 765,818 | $771,835 | | Robert Enslin, Former Chief Executive Officer (4) | 2025 | | 281,250 | | 13,832,589 | | 1,710,406 | | — | | 122,649 | $15,946,894 | | | 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, Chief Financial Officer and Chief Operating Officer | 2025 | | 537,500 | | 9,943,287 | | — | | 245,100 | | 16,338 | $10,742,225 | | | 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 | | Brad Brubaker, Chief Legal Officer | 2025 | | 500,000 | | 5,134,364 | | — | | 142,500 | | 20,404 | $5,797,268 | | | 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 2025, 2024, and 2023
(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 24, 2025. 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 2025, 2024, and 2023, as applicable, based on the achievement of Company performance goals as determined by the compensation committee. (3) For fiscal year 2025, amounts include life insurance premium payments made by us on behalf of NEOs and 401(k) match contributions for each NEOs (Mr. Enslin, $7,031; Mr. Gupta, $12,542; Mr. Brubaker $11,500). Messrs. Dines, Enslin, Gupta, and Brubaker used the Company's catered meal benefit. With respect to Mr. Dines, the amount shown for fiscal year 2025 includes personal security services in the amount of $1,021,428 and health insurance costs in the amount of $47,702. With respect to Mr. Enslin, the amount shown for fiscal year 2025 includes advisory fees of $112,500 for transition support through September 27, 2024 pursuant to the terms of an advisory agreement. (4) On May 23, 2024, Mr. Enslin informed us of his decision to resign as Chief Executive Officer, effective June 1, 2024. Mr. Enslin's fiscal year 2025 stock award was forfeited in June 2024 in connection with his resignation. However, in consideration of transition support subsequently provided by Mr. Enslin pursuant to the terms of an advisory agreement, his window for post-termination exercise of vested options was extended until the end of fiscal year 2025. The amount reported under option awards for fiscal year 2025 represents the incremental fair value of such modification computed in accordance with ASC 718.
Grants of Plan Based Awards — Fiscal Year 2025
Grants of Plan Based Awards — Fiscal Year 2025 The following table presents information regarding each plan-based award granted to our NEOs during fiscal year 2025:
Grants of Plan Based Awards — Fiscal Year 2025
| Name | Grant Date/Award Name | Estimated possible payouts under non-equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Shares of Stock or Units | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (1) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | (a) | (b) | (c) | (d) | (e) | (i) | (j) | (k) | (l) | | Daniel Dines | Fiscal year 2025 annual bonus | $— | $— | $— | — | — | — | $— | | Robert Enslin | Fiscal year 2025 annual bonus (2) | $375,000 | $750,000 | $1,125,000 | — | — | — | $— | | | 4/5/2024—annual grant (2) | $— | $— | $— | 652,173 | — | — | $13,832,589 | | | Fiscal year 2025 modification of prior grants (3) | $— | $— | $— | — | — | — | $1,710,406 | | Ashim Gupta | Fiscal year 2025 annual bonus | $215,000 | $430,000 | $645,000 | — | — | — | $— | | | 4/5/2024—annual grant | $— | $— | $— | 326,086 | — | — | $6,916,284 | | | 10/2/2024—supplemental grant | $— | $— | $— | 245,499 | — | — | $3,027,003 | | Brad Brubaker | Fiscal year 2025 annual bonus | $125,000 | $250,000 | $375,000 | — | — | — | $— | | | 4/5/2024—annual grant | $— | $— | $— | 182,608 | — | — | $3,873,116 | | | 10/2/2024—supplemental grant | $— | $— | $— | 102,291 | — | — | $1,261,248 |
Grants of Plan Based Awards — Fiscal Year 2025
(1) Amounts reported represent the grant date fair value of awards granted to our NEOs under the 2021 Plan, computed in accordance with ASC 718. For information on how the fair value of these awards was determined, refer to the discussions of significant accounting policies and equity incentive plans and stock-based compensation included in the Annual Report, as filed with the SEC on March 24, 2025. This amount does not reflect the actual economic value that may be realized by the NEO. (2) In connection with his resignation in June 2024, Mr. Enslin forfeited his fiscal year 2025 annual grant and the opportunity to earn his fiscal year 2025 annual bonus. (3) In connection with his resignation in June 2024 and transition support subsequently provided pursuant to the terms of an advisory agreement, Mr. Enslin's window for post-termination exercise of vested options was extended until the end of fiscal year 2025. The amount reported represents the incremental fair value of such modification computed in accordance with ASC 718.
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2025
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2025 The following table sets forth certain information about equity awards granted to our NEOs that remain outstanding as of January 31, 2025:
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2025
| Name | Grant Date | Option Awards (1) | | | | Stock Awards (1) | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | 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 | — | — | —(3) | — | — | — | $— | | Ashim Gupta | 6/30/2018 | 148,009 | —(4) | $0.75 | 6/29/2028 | — | $— | | | 1/28/2022 | — | — | — | — | 53,047(5) | $754,328 | | | 4/13/2023 | — | — | — | — | 192,948(6) | $2,743,721 | | | 4/5/2024 | — | — | — | — | 244,564(7) | $3,477,700 | | | 10/2/2024 | — | — | — | — | 157,119(8) | $2,234,232 | | Brad Brubaker | 4/30/2020 | 60,987 | —(9) | $3.38 | 4/29/2030 | — | — | | | 7/20/2020 | 306,818 | —(10) | $5.06 | 6/13/2029 | — | — | | | 1/28/2022 | — | — | — | — | 37,392(11) | $531,714 | | | 4/13/2023 | — | — | — | — | 105,932(12) | $1,506,353 | | | 4/5/2024 | — | — | — | — | 136,956(7) | $1,947,514 | | | 10/2/2024 | — | — | — | — | 65,466(13) | $930,927 |
Outstanding Equity Awards at Fiscal Year End — Fiscal Year 2025
(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, 2025, which was $14.22, as reported on the NYSE. (3) In connection with his resignation in June 2024, Mr. Enslin forfeited all of his then-unvested equity awards. (4) This option award vested based upon the following vesting schedule: 247,500 of the shares underlying this option vested on February 6, 2019, and the remaining shares vested in equal monthly installments through February 6, 2022. (5) This RSU award vests based upon the following vesting schedule: 38,380 of the shares underlying this RSU vested on each of April 1, July 1, and October 1, 2022 and 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. (6) This RSU award vests based upon the following vesting schedule: 22,700 of the shares underlying this RSU vested on each of 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. (7) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU vest in equal quarterly installments over three years, beginning on July 1, 2024, subject to the NEO's continuous service through each such vesting date. (8) This RSU award vests based upon the following vesting schedule: 88,380 of the shares underlying this RSU vested on January 1, 2025; 26,392 shares vested on April 1, 2025; and 26,392 shares will vest on each of July 1 and October 1, 2025 and January 1, 2026, with the remaining shares vesting in equal quarterly installments through July 1, 2027, subject to the NEO's continuous service through each such vesting date. (9) This option award vested based upon the following vesting schedule: 15,246 of the shares underlying this option vested on April 15, 2021, and the remaining shares vested in equal monthly installments through April 15, 2024. (10) 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. (11) This RSU award vests based upon the following vesting schedule: 29,913 of the shares underlying this RSU vested on April 1, 2023, with the remaining shares vesting in equal quarterly installments through April 1, 2026, subject to the NEO's continuous service through each such vesting date. (12) 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 date. (13) This RSU award vests based upon the following vesting schedule: 36,825 of the shares underlying this RSU vested on January 1, 2025; 10,997 shares vested on April 1, 2025; and 10,997 shares will vest on each of July 1 and October 1, 2025 and January 1, 2026, with the remaining shares vesting in equal quarterly installments through July 1, 2027, subject to the NEO's continuous service through each such vesting date. 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.
Options Exercised and Stock Vested — Fiscal Year 2025
Options Exercised and Stock Vested — Fiscal Year 2025 The following table shows sets forth certain information regarding any option exercises and stock awards vested during fiscal year 2025 with respect to our NEOs:
Options Exercised and Stock Vested — Fiscal Year 2025
| 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 | 541,907 | $874,060 | 260,333 | $6,010,668 | | Ashim Gupta | — | $— | 549,008 | $8,688,554 | | Brad Brubaker | — | $— | 228,827 | $3,512,180 |
Options Exercised and Stock Vested — Fiscal Year 2025
(1) The value realized on exercise is determined by multiplying the number of exercised options by the closing price of our Class A common stock on the date of exercise minus the exercise price. This amount does not reflect the actual economic value that may be realized by the NEOs. (2) 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. This amount does not reflect the actual economic value that may be realized by the NEOs.
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 2025:
Potential Payments Upon Termination or Change in Control
| | Daniel Dines | Ashim Gupta | Brad Brubaker | | Voluntary Termination for Good Reason (1) | | | | | Cash Severance | $— | $600,000 | $— | | Equity Acceleration | N/A | N/A | N/A | | Involuntary Not-For-Cause Termination | | | | | Cash Severance | $— | $600,000 | $500,000 | | Equity Acceleration | N/A | N/A | N/A | | Voluntary Termination for Good Reason Upon a Change in Control (1)(2) | | | | | Cash severance | $— | $600,000 | $— | | Equity Acceleration (3) | N/A | $9,209,981 | N/A | | Involuntary Termination Not-For-Cause Upon a Change in Control (2) | | | | | Cash Severance | $— | $600,000 | $500,000 | | Equity Acceleration (3) | N/A | $9,209,981 | $4,916,508 | | Change in Control Without Termination | | | | | Cash Severance | $— | $— | $— | | Equity Acceleration | $— | $— | $— |
Potential Payments Upon Termination or Change in Control
(1) As defined in Mr. Gupta's agreement, the term “Good Reason” shall mean a direct consequence of: (i) a material diminution in the executive's responsibilities, authority or duties without the executive's consent; (ii) a material diminution in the executive's base compensation; and/or (iii) a material change in the geographic location of the executive's primary work location without the executive's consent (excluding business travel generally required in the ordinary course of the executive's role and responsibilities), in each case, provided that the executive has given written notice to the Company of such event within thirty (30) days after the occurrence thereof, the Company fails to cure such event to the executive's reasonable satisfaction within thirty (30) days after receipt of such notice, and the executive resigns within thirty (30) days after the end of such cure period. (2) 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. Gupta and Mr. Brubaker, as applicable. (3) The value of accelerated vesting of unvested RSUs is based upon the closing price of our Class A Common Stock on January 31, 2025, multiplied by the number of unvested RSUs. As discussed above, under "Employment Agreements", at the end of his service as Chief Executive Officer, Mr. Enslin was not eligible for severance benefits and his then-unvested equity was forfeited. In recognition of Mr. Enslin's service, the post-termination exercise period for his vested non-qualified stock options was extended from 90 days to the end of fiscal year 2025.
CEO Pay Ratio Disclosures
CEO Pay Ratio Disclosures In accordance with SEC rules, we are providing the ratio of the total annual compensation of our chief executive officer, as of November 1, 2024, Daniel Dines, during the last completed fiscal year to the total annual compensation of our median compensated employee (the “Median Employee”). For fiscal year 2025, the ratio of Mr. Dines' total annual compensation to that of the Median Employee is 7:1. We believe this ratio is a reasonable estimate, 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 for fiscal year 2025 was $1,075,713. The total annual compensation of the Median Employee for fiscal year 2025 was $163,396, calculated in the same manner as the compensation for our chief executive officer in accordance with SEC rules. For additional information about the compensation of our chief executive officer, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. For purposes of identifying the global median employee for fiscal year 2025, we used our global employee population as of November 1, 2024, which consisted of 3,977 total global employees, of whom 1,165 were employed in the U.S. and 2,812 were employed in foreign jurisdictions. As permitted by SEC rules, we excluded leased employees and independent contractors, as well as 196 employees in the following foreign jurisdictions:
CEO Pay Ratio Disclosures
| Country | Number of Employees | Country | Number of Employees | | Brazil | 27 | Mexico | 5 | | Chile | 1 | New Zealand | 1 | | China | 23 | Norway | 3 | | Czechia | 1 | Peru | 1 | | Denmark | 14 | Philippines | 1 | | Finland | 6 | Portugal | 1 | | Hong Kong | 14 | Saudi Arabia | 17 | | Indonesia | 2 | South Africa | 6 | | Ireland | 4 | Sweden | 13 | | Israel | 9 | Taiwan | 9 | | Republic of Korea | 33 | Thailand | 2 | | Malaysia | 3 | | |
CEO Pay Ratio Disclosures
After giving effect to these exclusions, the number of global employees from which the Median Employee was identified was 3,781. 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, 2023 through October 31, 2024 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, 2024. 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 2025, 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 2025, 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 Income (6) | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | | | | 2025 | $1,075,713 | $15,946,894 | $1,075,713 | $(42,495,658) | $8,269,746 | $3,313,474 | $20.61 | $179.00 | $(73,694) | $240,582 | | 2024 | $725,997 | $16,504,656 | $725,997 | $34,913,743 | $6,644,337 | $11,576,933 | $33.30 | $141.22 | $(89,883) | $232,564 | | 2023 | $771,835 | $54,055,629 | $771,835 | $52,437,490 | $18,760,864 | $3,942,402 | $22.26 | $94.95 | $(328,352) | $65,160 | | 2022 | $669,646 | N/A | $669,646 | N/A | $18,691,013 | $5,359,470 | $52.94 | $113.78 | $(525,586) | $73,840 |
Pay Versus Performance Table
(1) Daniel Dines is our Co-Founder and has served as our Chairman since the Company’s founding. Mr. Dines is our first PEO in all fiscal years presented. Mr. Dines served as our Chief Executive Officer until May 2022, our Co-Chief Executive Officer from May 2022 to January 2024, our Chief Innovation Officer from February 2024 to June 2024, and our Chief Executive Officer since June 2024. (2) Robert Enslin served as our Co-Chief Executive Officer between May 2022 and January 2024, and our Chief Executive Officer between February 2024 and June 2024. Mr. Enslin is presented as our second PEO in fiscal years 2023, 2024, and 2025. (3) The non-PEO NEOs for the applicable years were as follows: •Fiscal year 2025: Ashim Gupta, our Chief Financial Officer and Chief Operating Officer; and Brad Brubaker, our Chief Legal Officer; •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 income 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 income. For fiscal year 2025, we changed our company-selected measure from non-GAAP operating margin to non-GAAP operating income. Accordingly, the company-selected measure information for fiscal years 2024, 2023, and 2022 in the table above has been updated to present non-GAAP operating income. (7) Reconciliations of summary compensation table ("SCT") data to compensation actually paid ("CAP") for fiscal year 2025 for PEOs are included in the table below:
Pay Versus Performance Table
| | PEO 1 (Daniel Dines) | PEO 2 (Robert Enslin) | | Summary Compensation Table Total | $1,075,713 | $15,946,894 | | Deduct: Grant date fair value of awards granted during the fiscal year | — | (13,832,589) | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | — | — | | Add: Year-over-year change in fair value of outstanding and unvested equity awards | — | — | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | — | — | | Add: Change in fair value as of vesting date of equity awards granted in prior fiscal years that vested during the fiscal year | — | (216,828) | | Add: Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | (44,393,135) | | Compensation Actually Paid Table Total | $1,075,713 | $(42,495,658) |
Pay Versus Performance Table
(8) Reconciliation of SCT data to CAP for fiscal year 2025 for Non-PEO NEOs is included in the table below:
Pay Versus Performance Table
| | Average for Non-PEO NEOs | | Summary Compensation Table Total | $8,269,746 | | Deduct: Grant date fair value of awards granted during the fiscal year | $(7,538,825) | | Add: Fair value of awards at fiscal year-end that were granted during the fiscal year | $4,295,187 | | Add: Year-over-year change in fair value of outstanding and unvested equity awards | $(1,705,217) | | Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year | $1,600,901 | | Add: Change in fair value as of vesting date of equity awards granted in prior fiscal years that vested during the fiscal year | (1,608,318) | | Compensation Actually Paid Table Total | $3,313,474 |
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.