Devesh Agarwal
BandwidthAbout Devesh Agarwal
Devesh Agarwal is Bandwidth’s Chief Operating Officer (COO). He joined in 2022 as Chief Software Strategy Officer, served as Interim COO from Jul 1, 2024 to Dec 31, 2024, and became COO on Jan 1, 2025; he holds a degree in Computer Science & Engineering (KNIT, India) and completed executive education at Columbia Business School, IESE, and Michigan Ross, with prior leadership roles including head of software and product at Oracle Communications . Company performance context for 2024 shows Adjusted EBITDA of $82.061M (vs. $48.170M in 2023, +70% YoY) and cumulative TSR value of $26.57 (per $100 initial investment), while net income was $(6.524)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bandwidth | Chief Software Strategy Officer; Interim COO (Jul–Dec 2024) | 2022–present | Led software strategy; interim operations leadership ahead of COO appointment . |
| Oracle Communications | Head of software and product | — | Led software development and product management in communications software . |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 350,000 | 50% (pre-2025 target level) | 226,047 | NEO base rates unchanged in 2024; MBO plan in place . |
| 2025 (effective Jan 1) | 400,000 | 75% | — | Adjusted in connection with COO appointment . |
2024 Summary Compensation (as disclosed)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 350,000 | — | 739,216 (includes 2024 MBO paid in stock on Feb 28, 2025) | — | 17,133 | 1,106,349 |
Performance Compensation
Annual Incentive (MBO) Structure and Result (2024)
| Plan Year | Metrics | Corporate Achievement | Individual Target Bonus ($) | Bonus Earned ($) | Payout Form and Vesting |
|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA, Non-GAAP Gross Margin, Revenue | 106.2% | 226,047 | 240,062 | Paid as fully vested shares on Feb 28, 2025 . |
Equity Awards (vesting schedules emphasize potential selling pressure cadence)
| Grant Date | Award Type | Unvested at 12/31/2024 (#) | Market Value at 12/31/2024 ($) | Vesting Schedule |
|---|---|---|---|---|
| 8/8/2022 | RSU | 14,740 | 250,875 (at $17.02) | As described in plan footnotes; time-based . |
| 11/28/2022 | RSU | 8,612 | 146,576 | 1/3 on 11/28/2023; remaining 2/3 quarterly on 2/28, 5/28, 8/28, 11/28 through 11/28/2025 . |
| 11/28/2023 | RSU | 31,418 | 534,734 | 1/3 on 11/28/2024; then quarterly 2/28, 5/28, 8/28, 11/28 through 11/28/2026 . |
| 11/28/2024 | RSU | 25,023 | 425,891 | 1/3 on 11/28/2025; remaining quarterly 2026–2027 (pattern consistent with committee grants) . |
| 12/31/2024 | RSU | 15,032 | 255,845 | Time-based; standard schedules per RSU programs . |
| 2/28/2025 (expected) | RSU | 62,617 (COO grant) | — | 1/3 on 1st anniversary; remaining vests in equal quarterly installments over the next 2 years . |
Additional equity context (cumulative awards through 2/28/2025)
| Executive | RSU Awards (#) | Dollar Value of RSUs ($) |
|---|---|---|
| Devesh Agarwal | 213,277 | 3,406,034 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 15, 2025)
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Devesh Agarwal | 53,413 | ~0.19% (53,413 / 27,749,772) | Company denotes “<1%”; RSUs vesting within 60 days counted as outstanding for holder calculation . |
- Shares pledged or hedged: Not disclosed in reviewed filings .
- Ownership guidelines/compliance: Not disclosed in reviewed excerpts .
Vesting Cadence Implications
- Multiple grants vest quarterly on or about Feb 28, May 28, Aug 28, and Nov 28, creating recurring vest events that can coincide with tax withholding share sales or discretionary sales by the executive .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective Jul 1, 2022; auto-renews for one-year periods unless 60 days’ non-renewal notice; amended Feb 11, 2025; second amendment Aug 21, 2025 . |
| Position/comp changes | Appointed COO effective Jan 1, 2025; base salary increased to $400,000; target bonus to 75% of base; $1,000,000 RSU grant expected 2/28/2025 (62,617 RSUs ultimately disclosed) . |
| Annual bonus | Target bonus opportunity 75% of base (from 50% prior to 2025), subject to company and individual goals under MBO plan . |
| Severance (non‑CIC) | Upon termination without cause or resignation for good reason: cash equal to 100% base salary + 100% target bonus, paid over 12 months; healthcare stipend grossed up for 12 months; time-based equity vests for tranches scheduled within next 6 months . |
| Severance (CIC) | As amended Aug 21, 2025: if Qualifying Termination within 12 months after a Change in Control, Severance equals 150% of then-current base salary + 150% of target bonus, paid over 18 months; healthcare stipend (tax gross-up) for 18 months . |
| Equity acceleration | As amended Aug 21, 2025: upon Qualifying Termination within 12 months after a Change in Control, any outstanding and unvested time-based equity becomes fully vested; full acceleration upon death . |
| Restrictive covenants | Confidentiality; 12-month non-compete and non-solicit post-termination . |
| 280G cutback | Payments reduced to avoid 4999 excise tax if applicable . |
| Indemnification | Indemnification and Advancement Agreement in place . |
Performance & Track Record
Company performance context relevant to incentive design and execution
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($) | (16,343,000) | (6,524,000) |
| Adjusted EBITDA ($) | 48,170,000 | 82,061,000 |
| YoY Adjusted EBITDA growth | — | ~70.3% (calc. from figures above) |
| Cumulative TSR ($ value of $100) | 22.59 | 26.57 |
- 2024 MBO plan focused on Adjusted EBITDA, Non-GAAP Gross Margin, and Revenue; corporate achievement was 106.2% and Devesh’s bonus was paid in fully vested stock, reinforcing operating execution incentives .
Investment Implications
- Alignment and at-risk pay: Bonus design ties to Adjusted EBITDA, non-GAAP gross margin, and revenue, with 2024 overachievement (106.2%) and payment in fully vested shares; 2025 target bonus increased to 75%, increasing performance-levered pay mix .
- Retention and severance: Auto-renewal contract, 12-month non-compete, and standard severance (1x salary + 1x target + 12 months healthcare gross-up) anchor retention; CIC terms enhanced in Aug 2025 to 1.5x salary and 1.5x target with 18 months healthcare, plus double-trigger equity vesting—supportive in strategic transaction scenarios .
- Potential selling pressure: Quarterly RSU vesting cadence (Feb/May/Aug/Nov) across multiple grants, plus the 2025 COO grant, creates predictable vest events that can coincide with net share settlements or discretionary sales near those dates, though actual Form 4 activity not reviewed here .
- Skin-in-the-game: Beneficial ownership of 53,413 Class A shares (~0.19% of Class A outstanding) is modest relative to total Class A float; no pledging disclosed in reviewed excerpts, and cumulative RSU awards indicate continued equity-based alignment .
- Pay-for-performance and execution risk: Strong improvement in Adjusted EBITDA from 2023 to 2024 supports the use of profitability and margin metrics in incentive plans; ongoing emphasis on these measures can mitigate risk if revenue growth moderates, but also concentrates incentives on adjusted, non-GAAP outcomes .
Overall, the compensation architecture shows tightening alignment with operating results (EBITDA/margins) and enhanced CIC protections post-August 2025; ownership is growing via RSUs but remains a small percentage of Class A outstanding, and quarterly vesting suggests recurring event-driven trading windows around vest dates .