Cary Davis
About Cary Davis
Cary Davis (age 58) is an independent Class III director of Clearwater Analytics Holdings, Inc. (CWAN) since November 2020, with current term expiring at the 2027 annual meeting; he holds a BA in Economics from Yale University and an MBA from Harvard Business School . He is a long-tenured Managing Director at Warburg Pincus focused on software and fintech investments and serves on several private company boards; he is also a director of CrowdStrike and has significant nonprofit board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; responsible for technology investments in Software and FinTech | Since 1994 | Investment leadership in software/fintech; extensive M&A experience |
| Dell Computer | Executive Assistant to Michael Dell | Prior to 1994 | Exposure to large-scale tech operations and strategy |
| McKinsey & Company | Consultant | Prior to 1994 | Strategy/operations advisory background |
| Columbia University Graduate School of Business | Adjunct Professor | Prior service | Academic engagement in business education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Independent Director | Ongoing | Member of Compensation Committee (Nasdaq independence) |
| American Academy in Rome | Chairman Emeritus | Ongoing | Nonprofit governance leadership |
| The Andy Warhol Foundation | Trustee | Ongoing | Nonprofit governance |
| The Trinity School (NYC) | Trustee | Ongoing | Education nonprofit governance |
Board Governance
- Board class/term: Class III; term expires 2027 .
- Committee memberships: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Both committees are fully independent; Eric Lee is chair of each .
- Independence: Board has affirmatively declared all directors except the CEO independent under NYSE rules and SEC standards; Audit, Compensation, and Nominating committees are fully independent .
- Attendance: In 2024 the Board met 8 times; Compensation and Nominating each met 4 times; every director attended at least 75% of meetings of the Board and applicable committees .
- Leadership structure: Chair and CEO roles separated (Chair: Eric Lee), supporting oversight quality .
Fixed Compensation
| Item (Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non‑affiliated directors) | $40,000 | Applies to directors not affiliated with Principal Equity Owners |
| Audit Committee membership retainer (non‑affiliated) | $10,000 | |
| Audit Committee chair retainer (non‑affiliated) | $20,000 | |
| Annual RSU grant (non‑affiliated) | $200,000 grant value; 10,334 RSUs granted on 6/11/2024 (vest at 2025 AGM) | 10‑day average price determines RSUs; 2024 grants to Aigrain/Jones/Singh |
| Cary Davis total director compensation | $0 | Davis is affiliated with a Principal Equity Owner and did not receive Board fees or equity grants |
Performance Compensation
| Award Type | Metrics | Vesting | Cary Davis Status |
|---|---|---|---|
| Director RSUs (non‑affiliated) | None (time‑based) | Annual grants vest at next AGM; additional 0.75x annual equity retainer in 2025 vests 1/3 per year over 3 years; new directors receive 1.75x RSUs with 3‑year ratable vest | Not applicable; Davis received no director equity due to affiliation |
Note: Clearwater’s NEO equity program uses PSUs and RSUs with revenue growth performance for executives, not for directors; directors’ awards are time‑based only (context).
Other Directorships & Interlocks
- Principal Equity Owner affiliation: Davis is a Managing Director at Warburg Pincus, a former Principal Equity Owner of CWAN; the Stockholders’ Agreement has terminated with respect to Permira and Warburg Pincus due to reduced ownership, and CWAN is no longer a controlled company. Welsh Carson retains limited designation rights (two seats) while owning >5% .
- Public board: CrowdStrike independent director; Compensation Committee member, indicating compensation oversight experience .
- Nonprofit boards: American Academy in Rome, Andy Warhol Foundation, Trinity School (NYC) .
Expertise & Qualifications
- Core skills: Technology investments, finance, and M&A; experience across SaaS/fintech sectors .
- Education: BA Economics (Yale), MBA (Harvard Business School) .
- Board qualifications: CWAN cites his investment and M&A expertise as reasons for nomination .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class D Shares Beneficially Owned | Voting Power | Notes |
|---|---|---|---|---|
| Cary Davis | — | — | —% | Davis shown with no reported beneficial ownership as of April 25, 2025; “—” indicates none and less than 1% thresholds |
| Director ownership guidelines | 5x annual cash retainer (for non‑affiliated directors) | — | — | Directors not affiliated with Welsh Carson, Warburg Pincus or Permira must meet guidelines within 5 years (started Sept 2022); Davis is affiliated, so guideline not applicable |
| Hedging/pledging policy | Prohibited without pre‑approval | — | — | Company anti‑hedging and anti‑pledging policy applies to directors |
Insider Trades and Section 16 Compliance
| Item | 2024 Status | Source |
|---|---|---|
| Late Section 16(a) filings | Davis not listed among individuals with late filings in 2024 |
Governance Assessment
-
Strengths:
- Independence and committee structure: Davis serves on two fully independent committees (Compensation; Nominating & Corporate Governance), enhancing oversight of pay, governance, and board composition .
- Attendance and engagement: Board and committee cadence with minimum 75% attendance by all directors indicates baseline engagement .
- Separation of Chair/CEO and annual self‑evaluations support board effectiveness .
-
Potential conflicts and alignment considerations (investor confidence signals):
- Principal Equity Owner affiliation: As a Managing Director at Warburg Pincus, Davis’s affiliation with a former Principal Equity Owner is a standing related‑party consideration; CWAN’s 2024 special proxy disclosed TRA‑related interests of PE‑affiliated directors during the TRA Buyout process (he was identified among “TRA Participant Directors”), which were overseen by a Special Committee and disclosed to shareholders .
- Ownership alignment: No reported beneficial ownership by Davis as of April 25, 2025 and he receives no director equity or cash retainer due to affiliation, which may reduce direct financial alignment vs. non‑affiliated independent directors who receive cash and RSUs .
- Related‑party controls: Audit Committee pre‑approves related‑party transactions under a formal policy; transactions must be on arm’s‑length terms and are subject to committee review .
-
Compensation oversight context:
- Compensation Committee independence affirmed; no interlocks reported; Aon engaged as independent compensation consultant; Say‑on‑Pay approval was ~92% in 2024, signaling shareholder support for pay practices .
-
RED FLAGS:
- Affiliation with a former Principal Equity Owner and participation among directors with interests during the TRA Buyout (even if overseen by a Special Committee) warrants ongoing monitoring for conflicts in transactions or governance decisions .
- No reported personal share ownership and no director compensation (cash/equity) due to affiliation may weaken visible “skin‑in‑the‑game” alignment compared to non‑affiliated independent directors .
Overall implication: Davis brings deep fintech/M&A expertise and committee service that supports board effectiveness, but his PE affiliation and lack of personal CWAN ownership warrant investor vigilance on related‑party matters and alignment. Formal policies (independence, related‑party review, anti‑hedging/pledging) and strong say‑on‑pay outcomes partially mitigate these concerns .