Neha Narkhede

About Neha Narkhede

Neha Narkhede (age 40) is Confluent’s co‑founder and an independent director, serving on the board since inception in September 2014. She is CEO of Oscilar, Inc. (since July 2021), and previously served as Confluent’s Chief Technology & Product Officer (2015–Dec 2019) and as Lead, Streams Infrastructure at LinkedIn, where she was one of the original creators of Apache Kafka. She holds a B.E. in Computer Science from the University of Pune and an M.S. in Computer Science from Georgia Tech.

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined all directors other than CEO Jay Kreps are independent; Narkhede is listed as independent.
• Committee assignments:
  • Audit Committee member (since Feb 2024); the Audit Committee oversees financial reporting, internal controls, compliance, cyber/data privacy/IT risk, investment/tax matters, and reviews/approves related party transactions. Chair: Jonathan Chadwick; members: Chadwick, Matthew Miller, Neha Narkhede, Eric Vishria.
  • Not a member of Compensation, Nominating & Governance, or M&A Committees (those compositions exclude Narkhede).
• Attendance: In FY2024 the Board met 6 times; Audit 5, Compensation 5, Nominating & Governance 4, M&A 1. Each director attended at least 75% of Board and relevant committee meetings; 7 of 9 directors attended the 2024 annual meeting.
• Leadership: Combined CEO/Chair structure; Greg Schott serves as Lead Independent Director and presides over executive sessions of non‑management directors.
• Stock ownership guidelines: Non‑employee directors expected to hold Confluent stock valued at ≥5x total annual cash retainer within 5 years; all Section 16 officers and non‑employee directors were in compliance as of Dec 31, 2024 (or within allowed timeframe).
• Hedging/pledging: Company policy prohibits hedging, short sales, options trading, and pledging Confluent stock.
• Clawback: Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq (Rule 10D‑1) for Section 16 officers; applies to incentive compensation received after Oct 3, 2023.

Fixed Compensation

Performance Compensation

• Structure: Non‑employee director compensation is predominantly time‑based RSUs (no performance‑conditioned metrics). Annual RSU grant: $200,000 of Class A shares at the annual meeting; initial appointment RSU: $400,000 vesting over 3 years. Annual RSUs vest fully by next annual meeting or first anniversary; initial RSUs vest one‑third annually over 3 years.
• Change‑in‑control: For directors, all outstanding equity awards and any annual cash awards under the director policy become fully vested immediately prior to closing of a change in control (single‑trigger acceleration for directors).

Other Directorships & Interlocks

Expertise & Qualifications

• Data streaming/software infrastructure expert; original creator of Apache Kafka; significant product and engineering leadership in real‑time data systems.
• Brings technical depth on cybersecurity/data/privacy risks relevant to Audit Committee oversight scope.
• Independent director with startup/operator perspective via Oscilar CEO role.

Equity Ownership

Related family holdings (not controlled by Narkhede):

• Trouvaille ANK Trust: 7,919,319 Class B shares; 14.5% of Class B; 9.5% of total voting power; trustee has sole voting/dispositive power; for benefit of family members of Ms. Narkhede; she has no voting/dispositive power.
• Trouvaille Investments Holdings Ltd.: 4,088,519 Class B shares; 7.5% of Class B; 4.9% of total voting power; owned by a trust for benefit of family members; she has no voting/dispositive power.

Insider Trades (Form 4, 2025)

Director Compensation (Policy & Alignment)

• Annual director compensation mix emphasizes equity via time‑based RSUs; cash retainers are modest relative to equity grants.
• Ownership alignment: Directors expected to hold ≥5x cash retainer; compliance reported as of Dec 31, 2024.
• Hedging/pledging prohibited, supporting long‑term alignment.

Other Governance Signals

• Say‑on‑Pay: ~98% approval at 2024 annual meeting; company plans annual say‑on‑pay (next in 2026).
• Compensation Committee uses independent consultant (Compensia); no conflicts identified; committee interlocks: none of current members are officers; no reciprocal board/compensation committee relationships with Confluent executives.

Governance Assessment

• Positives:
  • Independent director with strong technical credentials; meaningful Audit Committee role on cybersecurity/data/privacy and related‑party oversight.
  • Attendance threshold met; board uses Lead Independent Director with executive sessions; robust ownership guidelines; hedging/pledging prohibited.
  • Transparent director pay structure; predominant equity compensation; independent comp consultant.
• Watch items / RED FLAGS:
  • Single‑trigger change‑in‑control acceleration for director awards—can be shareholder‑unfriendly by reducing deal‑time independence incentives.
  • Dual‑class structure concentrates voting power; significant Class B holdings exist within family trusts (ANK Trust; Trouvaille) benefiting family members of Ms. Narkhede (though she has no voting/dispositive power). Investors should monitor potential perceptions of influence despite formal separation.
  • Periodic insider sales under Rule 10b5‑1 plans are standard, but sustained monetization can raise alignment questions; note continued sizable option holdings and Class B exposure.

Overall, Narkhede’s independence, Audit Committee engagement, and technical expertise support board effectiveness. The director equity‑heavy pay mix and stock ownership guidelines align interests, while single‑trigger CIC for directors and family trust Class B concentrations warrant continued monitoring for perceived conflicts and investor confidence.