Jonathan Chadwick
ConfluentAbout Jonathan Chadwick
Independent director since August 2019; age 59. Former CFO and EVP at VMware (2012–2016) and COO (2014–2016); prior leadership roles at Skype and Microsoft post-2011 acquisition. Qualified as a Chartered Accountant (England) with a B.Sc. in Electrical & Electronic Engineering from University of Bath; designated “audit committee financial expert.” Term ends at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | CFO & EVP; later COO | CFO Nov 2012–Apr 2016; COO Aug 2014–Apr 2016 | Financial and operating leadership |
| Skype / Microsoft | Leadership roles | At Skype pre-Oct 2011; Microsoft post-acquisition Oct 2011 | Technology and corporate integration experience |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Zoom Communications, Inc. | Director | Since Sep 2017 | Current public company directorship |
| ServiceNow, Inc. | Director | Since Oct 2016 | Current public company directorship |
| Samsara Inc. | Director | Since Aug 2020 | Interlock: Samsara is in Confluent’s 2024 compensation peer group |
| Elastic N.V. | Director | Aug 2018–Oct 2023 | Prior public company directorship |
| Cognizant Technology Solutions | Director | Apr 2016–Dec 2019 | Prior public company directorship |
| F5 Networks, Inc. | Director | Aug 2011–Jun 2019 | Prior public company directorship |
Board Governance
- Committees: Audit Committee Chair; Nominating & Governance Committee member; not on Compensation or M&A committees .
- Independence: Board determined all non-employee directors, including Chadwick, are independent under Nasdaq rules; Chadwick designated as “audit committee financial expert” .
- Attendance and engagement: Board met 6 times in FY2024; Audit 5; Nominating & Governance 4; M&A 1. Each director attended at least 75% of aggregate board and committee meetings; 7 of 9 directors attended 2024 annual meeting .
- Board leadership: Lead Independent Director is Greg Schott; the role presides over executive sessions of non-management directors .
Fixed Compensation
| Component | Amount (USD) | Period/Grant | Notes |
|---|---|---|---|
| Board annual cash retainer | $30,000 | 2024 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $20,000 | 2024 | Chair fee, in lieu of member fee |
| Nominating & Governance Committee member retainer | $5,000 | 2024 | Committee membership fee |
| Total fees earned (Chadwick) | $55,000 | FY2024 | Sum of retainers above reflected in Director Compensation Table |
| Meeting fees | — | — | Not disclosed/applicable |
Performance Compensation
| Grant Type | Grant Date | Grant Value (USD) | Units/Shares | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award | Jun 12, 2024 | $199,979 | Not stated (value-based) | Fully vests at next annual meeting or 1st anniversary | Grant-date fair value under ASC 718; issued under 2021 Plan |
| Annual RSU policy | Annual meeting date | $200,000 (value-based) | Price-based calc | Full vest at next annual meeting or 1st anniversary | Directors may elect cash in lieu of future RSUs |
| Initial RSU (policy) | Appointment date | $400,000 (value-based) | Price-based calc | 1/3 annually over 3 years | Applies to new directors |
| RSUs outstanding (Chadwick) | As of Dec 31, 2024 | — | 7,160 | Ongoing per award terms | Aggregate RSUs outstanding |
| Options outstanding (Chadwick) | As of Dec 31, 2024 | — | 0 | — | No outstanding options |
| Change-in-control terms (directors) | — | — | — | Full acceleration immediately prior to closing | Single-trigger vesting acceleration for directors |
No performance metrics are tied to director RSU awards; vesting is time-based rather than performance-based .
Other Directorships & Interlocks
- Interlock note: Samsara (IOT) is included in Confluent’s 2024 compensation peer group, while Chadwick serves on Samsara’s board—this can create perceived informational interlocks in pay benchmarking. Compensation Committee retained independent consultant (Compensia) and affirmed independence; peer group updates and use were disclosed .
Expertise & Qualifications
- Chartered Accountant; deep finance/operational background as CFO/COO; designated audit committee financial expert .
- Technology and cloud infrastructure exposure through VMware, Skype, Microsoft; broad board experience across multiple software/infrastructure companies .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 15,528 | Mar 31, 2025 | Direct holdings |
| Class B shares beneficially owned | 463,250 | Mar 31, 2025 | Direct holdings |
| RSUs outstanding | 7,160 | Dec 31, 2024 | Unvested RSUs |
| Stock options outstanding | 0 | Dec 31, 2024 | No options reported |
| Ownership guidelines compliance | In compliance or within time to comply | Dec 31, 2024 | Directors must hold ≥5× cash retainer within 5 years; all were in compliance or within permitted timeframe |
| Hedging/pledging | Prohibited by policy | Current | Anti-hedging and anti-pledging policy applies to directors |
Governance Assessment
- Committee leadership and expertise: Chadwick chairs the Audit Committee and is designated as an “audit committee financial expert,” signaling board effectiveness in financial oversight, internal controls, cybersecurity, and related-party review .
- Independence and attendance: Independent under Nasdaq, attended at least 75% of board/committee meetings; board and committees met regularly (Board 6x; Audit 5x; N&G 4x; M&A 1x), indicating active governance cadence .
- Compensation alignment: Director pay is modest in cash ($55k in 2024) and primarily equity via annual RSUs ($199,979 grant-date value in 2024), with stock ownership guidelines and anti-hedging/pledging—positive alignment signals for investors .
- Change-in-control terms: Single-trigger vesting acceleration for directors is shareholder-sensitive and typical for independent directors, but investors may monitor its breadth relative to governance best practices .
- Interlocks/peer group oversight: Service on Samsara’s board while Samsara is in Confluent’s compensation peer group is a potential perceived conflict; mitigants include independent consultant (Compensia) and committee independence assessments .
- Shareholder voting signal: 2025 say-on-pay passed (For: 715,889,812; Against: 33,602,090; Abstain: 576,276; Broker non-votes: 48,330,186), supporting confidence in compensation governance; director elections received strong support (Class I nominees) .
RED FLAGS to monitor: interlocks with peer group companies (Samsara) in pay benchmarking; continued vigilance on related person transactions (Audit Committee oversees per policy) .