Andrew Young
About Andrew Young
Andrew Young (age 47) is a Class III director of Clearwater Analytics (CWAN) with a term expiring at the 2027 annual meeting; he has served since November 2020 (including service on CWAN Holdings, LLC prior to the IPO). He is a Partner at Permira Advisers (joined London office in 2011; relocated to Menlo Park in 2018) and holds a Bachelor’s in Finance from University of Technology, Sydney and an MBA from London Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira Advisers | Partner (London, then Menlo Park) | 2011–present; Menlo Park since 2018 | Technology investments, finance, M&A |
| Pacific Equity Partners | Investment Executive | Prior to 2011 (Sydney and New York) | Private equity investing |
| Citi | Associate | Prior to PEP | Investment banking experience |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlock |
|---|---|---|---|
| Zwift | Director | Not disclosed | Private company board; tech sector |
| Seismic | Director | Not disclosed | Private company board; SaaS GTM tools |
| Carta | Director | Not disclosed | Private company board; fintech cap table |
| Reorg Research | Director | Not disclosed | Private company board; financial data |
Board Governance
- Classification and term: Class III director; term expires FY 2027; age 47; director since FY 2021 (service began November 2020 on pre-IPO board) .
- Committee assignments: Member, Compensation Committee; Member, Nominating and Corporate Governance Committee; not an Audit Committee member; not a chair .
- Independence: Board has affirmed all directors other than the CEO are independent under NYSE rules; Compensation and Nominating committees are fully independent, including Young .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 8 times; Compensation Committee 4; Nominating and Corporate Governance Committee 4 .
- Board leadership and control status: CWAN is no longer a controlled company; Welsh Carson retains rights to designate two directors while owning >5%; Permira and Warburg Pincus no longer have designation rights due to reduced ownership .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | — | Directors affiliated with Principal Equity Owners do not receive Board compensation; Young is affiliated and received none for 2024 . |
| Committee membership fees | — | Applies only to unaffiliated directors; not paid to Young . |
| Committee chair fees | — | Young is not a chair; chair fees apply to unaffiliated directors . |
Policy reference: Unaffiliated directors receive $40,000 annual cash retainer; Audit Committee members receive $10,000; Audit Committee chair receives $20,000. These do not apply to Young due to affiliation .
Performance Compensation
| Component | Structure | Eligibility | Notes |
|---|---|---|---|
| Annual Director RSUs | $200,000 grant value; number calculated using 10 trading-day average price; vests at next annual meeting | Unaffiliated directors only | Young did not receive director RSUs (affiliated) . |
| 2025 additional RSU program | +0.75x annual equity retainer to serving unaffiliated directors; new unaffiliated directors receive 1.75x at joining, vesting one-third annually over 3 years | Unaffiliated directors only | Board adopted in Feb 2025; not applicable to Young . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Principal equity owner affiliation | Young is affiliated with Permira; Permira no longer holds CWAN board designation rights and, as of March 18, 2025, sold all remaining CWAN common stock; services agreements with Permira affiliates terminated at IPO . |
| Committee designation rights history | Under the Stockholders’ Agreement, principal owners had committee designation rights; currently only Welsh Carson retains certain rights; Permira has none due to ownership reductions . |
Expertise & Qualifications
- Technology investing, finance, and M&A experience; Permira Partner with global tech exposure .
- Education: Bachelor’s in Finance (UTS Sydney); MBA (London Business School) .
- Board skills matrix: Company seeks expertise in technology operations, strategy, finance, risk, cybersecurity, governance, M&A, diversity; Young’s background aligns with technology investment and finance .
Equity Ownership
| Holder | Class A Shares | Class D Shares | Combined Voting Power |
|---|---|---|---|
| Andrew Young | — | — | —% |
Note: “—%” indicates less than 1% as defined in the ownership table footnotes .
Governance Assessment
- Strengths
- Independent committee membership (Compensation; Nominating & Corporate Governance) supports checks-and-balances; committees fully independent per NYSE rules .
- Board attendance at or above 75% in 2024 indicates minimum engagement threshold met; regular meeting cadence across committees .
- Robust governance policies: clawback for erroneously awarded incentive comp, anti-hedging and anti-pledging, director stock ownership guidelines for unaffiliated directors; independent compensation consultant (Aon) supports objectivity .
- Risks and potential conflicts
- Affiliation with a former principal equity owner (Permira) is a structural conflict consideration for investors; mitigants include: Board-level independence designation, termination of services agreements at IPO, Permira’s exit from CWAN shareholding as of March 18, 2025, and loss of committee designation rights for Permira .
- Alignment concern: Young receives no CWAN director compensation and has no disclosed beneficial ownership, limiting direct “skin-in-the-game” alignment via cash/equity at the issuer level .
- RED FLAG (monitor): Absence of disclosed CWAN share ownership and lack of director equity grants (due to affiliation) may reduce direct economic alignment unless offset by broader fiduciary posture and committee independence .
- Shareholder feedback signals
- 2025 Annual Meeting vote results show strong support for elected directors; e.g., Mukesh Aghi 472.9M for; Aigrain 388.0M for; Jones 410.9M for; auditor ratification also passed; no say-on-pay proposal on 2025 ballot .
Additional Governance Details (Policy References)
- Related Party Transactions oversight: Audit Committee pre-approves and reviews related party transactions; policy restricts transactions without Audit Committee consent; exceptions and review criteria disclosed .
- Director compensation policy applies only to unaffiliated directors (Young excluded due to affiliation); unaffiliated directors received RSU grants (e.g., 10,334 RSUs on June 11, 2024) .
Committee Composition Snapshot (as of April 29, 2025):
Compensation Committee: Lee (Chair), Davis, Mackesy, Young.
Nominating & Corporate Governance: Lee (Chair), Davis, Hooper, Young.
Audit Committee: Corbet (Chair), Aigrain, Jones; post-annual meeting: Aigrain (Chair), Aghi, Jones .