Christopher Hooper
About Christopher Hooper
Christopher Hooper (age 44) is a Class II director at Clearwater Analytics (CWAN) with a term expiring in fiscal year 2026; he has served as a director since July 2017, including service on the board of CWAN Holdings, LLC prior to the IPO, and is listed in the proxy’s classification table as a director since fiscal year 2021. He is a General Partner in the Technology Group at Welsh, Carson, Anderson & Stowe (WCAS), serves on the firm’s Management Committee, and leads the San Francisco office; previously he was a Principal at Golden Gate Capital and an Analyst at Lazard. He holds a bachelor’s degree from Colgate University. The Board has affirmatively determined that all directors other than the CEO are independent under NYSE rules, which includes Mr. Hooper.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WCAS (Welsh, Carson, Anderson & Stowe) | General Partner; Management Committee; leads SF office | Since 2017 | Technology investments and M&A expertise cited by CWAN Board |
| Golden Gate Capital | Principal | — | Private equity investing experience |
| Lazard | Analyst | — | Finance and M&A exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Street | Director | — | — |
| LINQ | Director | — | Overlap with WCAS portfolio; D. Scott Mackesy also serves on boards including LINQ |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not on Audit or Compensation. Eric Lee chairs both the Compensation and Nominating committees.
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Audit, Compensation, and Nominating committees are fully independent.
- Attendance and engagement: In 2024, the Board held 8 meetings; Audit 9; Compensation 4; Nominating 4. Each director attended at least 75% of Board and applicable committee meetings during their tenure.
- Board structure: Classified board (three classes), Mr. Hooper is Class II with term expiring FY 2026.
- Stockholders’ Agreement influence: Welsh Carson currently retains rights to designate two board nominees while owning ≥5% and its director nominees are entitled to be on all committees (subject to exceptions and legal/NYSE constraints), which can increase principal-owner influence on committee composition and board dynamics. CWAN is no longer a “controlled company.”
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $0 | Affiliated with Principal Equity Owner; Messrs. Lee, Davis, Hooper, Mackesy and Young did not receive director compensation in 2024 |
| Committee Membership Cash Fees | $0 | Affiliated directors did not receive committee cash fees |
| Meeting Fees | $0 | Affiliated directors did not receive meeting fees; special committee fees applied to Corbet/Jones only |
Context (for non-affiliated directors): Annual cash retainer $40,000; Audit Committee membership $10,000; Audit Chair $20,000.
Performance Compensation
| Equity Type | Value Basis | Vesting | Performance Metrics Used | Status for Hooper |
|---|---|---|---|---|
| Annual RSUs (non-affiliated directors) | $200,000 per year | Vest at next annual meeting | None (time-based RSUs) | Not eligible; affiliated director, received no director equity |
| New director RSUs (effective Feb 2025, non-affiliated) | 1.75× Annual Equity Retainer at appointment | One-third vesting over 3 years | None (time-based RSUs) | Not eligible; affiliated director |
| Additional grant for serving non-affiliated directors (2025) | 0.75× Annual Equity Retainer | One-third vesting over 3 years | None (time-based RSUs) | Not eligible; affiliated director |
Other Directorships & Interlocks
| Company | Role | Notable Interlocks/Notes |
|---|---|---|
| LINQ | Director | WCAS portfolio company; D. Scott Mackesy (WCAS Managing Partner) serves on WCAS portfolio boards including LINQ, indicating a networked oversight structure linked to WCAS across entities |
| Green Street | Director | External director role in research/data analytics; complements finance/investments expertise |
Expertise & Qualifications
- Technology investing, finance, and M&A expertise cited by CWAN Board as rationale for his service.
- Senior private equity leadership (WCAS GP, Management Committee) and prior roles in banking and PE provide transaction, capital allocation, and governance experience.
Equity Ownership
| Instrument | Amount | Notes |
|---|---|---|
| Class A Common Stock | 117,703 | Held by The Hooper Family Trust |
| Class C Common Stock (10 votes/share; no economic rights) | 111,602 | Held by The Hooper Family Trust |
| Total Beneficial Ownership (shares) | 229,305 | Less than 1% of outstanding shares/voting power (as indicated by “*”) |
| Ownership Guidelines Applicability | Exempt | Director stock ownership guidelines apply to directors not affiliated with WCAS/Warburg/Permira; Mr. Hooper is affiliated with WCAS |
| Hedging/Pledging | Policy prohibits hedging/pledging without pre-approval; no exceptions disclosed for Mr. Hooper | Anti-hedging and anti-pledging policy; RSUs count toward guidelines for executives; directors guideline excludes affiliated directors |
Governance Assessment
- Independence vs. affiliation: While the Board determined Mr. Hooper is independent under NYSE rules, his senior role at WCAS (a Principal Equity Owner) presents a perceived conflict of interest, especially given Stockholders’ Agreement rights for WCAS to designate nominees and to seat nominees on all committees, which can amplify sponsor influence over governance processes. This is a governance sensitivity investors should monitor.
- Committee effectiveness: Mr. Hooper serves on the Nominating and Corporate Governance Committee, influencing board composition and governance policies; committee is fully independent per NYSE rules.
- Attendance and engagement: Minimum 75% attendance threshold was met by all directors, supporting engagement; however, the absence of meeting-by-director detail limits precision in assessing his personal attendance rate.
- Compensation alignment: Mr. Hooper receives no director cash or equity compensation due to affiliation, avoiding potential pay-for-service conflicts but also limiting straightforward alignment via director RSUs used for non-affiliated directors. His beneficial ownership includes high-vote Class C shares, which confer voting influence without economic exposure—an alignment nuance investors should note.
- Related-party exposure: The proxy does not detail any specific related-party transactions involving Mr. Hooper beyond the Stockholders’ Agreement architecture and his WCAS affiliation; nonetheless, the committee designation and nomination rights in the Stockholders’ Agreement elevate sponsor influence risk.
- RED FLAGS
- Affiliation with Principal Equity Owner (WCAS) combined with committee designation rights under the Stockholders’ Agreement increases potential for sponsor-driven governance outcomes.
- Possession of Class C high-vote shares (no economic rights) introduces voting/economic misalignment risk in “one share/one vote” terms.
Overall, Mr. Hooper brings relevant transaction and technology investing expertise to CWAN’s board and serves on a key governance committee. Investors should weigh the independence determination against WCAS’s structural rights and Mr. Hooper’s high-vote stock holdings when evaluating board effectiveness and shareholder-alignment signals.