D. Scott Mackesy
About D. Scott Mackesy
D. Scott Mackesy (age 56) is a Class II director of Clearwater Analytics (CWAN) serving since December 2022, with a current term expiring in fiscal 2026; he is independent under NYSE rules and serves on the Compensation Committee . He is Managing Partner of Welsh, Carson, Anderson & Stowe (WCAS) and a member of its management committee (joined 1998), previously spending six years at Morgan Stanley Dean Witter; he holds a B.A. from the College of William & Mary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welsh, Carson, Anderson & Stowe (WCAS) | Managing Partner; member, management committee; firm strategy | 1998–present | PE leadership; technology investments; finance/M&A focus |
| Morgan Stanley Dean Witter | Investment Research (covered healthcare services) | ~6 years prior to 1998 | Sell-side research background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LINQ (WCAS portfolio company) | Director | Current | Not disclosed |
| CenterWell Primary Care (WCAS portfolio company) | Director | Current | Not disclosed |
| Emerus (WCAS portfolio company) | Director | Current | Not disclosed |
| Valtruis (WCAS portfolio company) | Director | Current | Not disclosed |
Board Governance
- Board structure and status:
- Classified board; Mackesy is Class II, term expiring in fiscal 2026 .
- Board no longer a “controlled company” under NYSE; 2024 meeting counts: Board 8, Audit 9, Compensation 4, Nominating & Governance 4 .
- All directors except the CEO are independent under NYSE rules; Mackesy is independent .
- Committee assignments (as of April 29, 2025):
- Compensation Committee member (Chair: Eric Lee); not on Audit or Nominating & Governance .
- Attendance:
- In 2024, each director attended at least 75% of Board and applicable committee meetings during their tenure .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board cash retainer (non-affiliated directors) | $40,000 annual | Policy for directors not affiliated with a Principal Equity Owner |
| Audit Committee member fee (non-affiliated) | $10,000 annual | Policy; chair additional $20,000 annual |
| Mackesy board fees | $0 | Affiliated with Principal Equity Owner; did not receive Board compensation in 2024 |
| Meeting fees | None (standard policy) | Special Committee fees applied only to certain directors; not to Mackesy |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Applies to all directors |
Performance Compensation
| Equity Element | 2024 Amount/Policy | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non-affiliated directors) | $200,000 grant-date value | Vests at next annual meeting | Policy; example 10,334 RSUs granted to non-affiliated directors on June 11, 2024 |
| Additional RSU program (2025) (non-affiliated) | 0.75× annual amount for serving directors; 1.75× for new directors | Both vest 1/3 annually over 3 years | Adopted Feb 2025; not applicable to affiliated directors |
| Mackesy equity awards | $0 | — | Affiliated with Principal Equity Owner; did not receive director equity in 2024 |
No director performance metrics (e.g., TSR, revenue) are used for non-employee director pay at CWAN; the program is cash retainers and time-based RSUs for qualifying non-affiliated directors .
Other Directorships & Interlocks
| Counterparty | Nature of Interlock/Overlap | Governance Implication |
|---|---|---|
| LINQ | Both Mackesy and CWAN director Christopher Hooper serve on LINQ’s board | Potential information-flow/network effect; not per se a conflict but relevant interlock to monitor . |
- Stockholders’ Agreement context:
- As CWAN is no longer a “controlled company,” Welsh Carson retains the right to designate two director nominees while Permira and Warburg Pincus no longer have nomination rights; Welsh Carson’s nominees are entitled to be on all committees (subject to exceptions and legal/NYSE standards) .
- Mackesy’s original CWAN appointment was pursuant to WCAS nomination rights; he receives no board compensation and has standard director indemnification .
Expertise & Qualifications
- PE leadership (Managing Partner, WCAS) with technology investment and M&A experience; finance expertise .
- Prior sell-side research experience covering healthcare services at Morgan Stanley Dean Witter .
- Education: B.A., College of William & Mary .
- Board-level competencies cited by CWAN as valued include finance, strategy, M&A, governance—areas aligned with Mackesy’s background .
Equity Ownership
| Holder | Security | Amount | Notes |
|---|---|---|---|
| D. Scott Mackesy | Class A common stock (beneficial ownership table) | 545,250 | Less than 1% of outstanding shares/voting power (as denoted by “*”) |
| D. Scott Mackesy (direct) | Class A | 197,092 | Directly held |
| D. Scott Mackesy (direct) | Class C | 159,063 | Class C carries 10 votes/share; no economic rights; typically paired with LLC interests |
| D. Scott Mackesy 2014 Irrevocable Descendants Trust | Class A | 108,029 | Indirect beneficial ownership |
| D. Scott Mackesy 2014 Irrevocable Descendants Trust | Class C | 81,066 | Indirect beneficial ownership |
- Policy safeguards: CWAN prohibits hedging/short sales and pledging of Company securities by directors without pre-approval; directors are required to consult the Company prior to transactions and are encouraged to use 10b5-1 plans .
- Ownership guidelines: Director stock ownership guidelines apply to directors not affiliated with WCAS/Warburg/Permira (5× annual cash retainer within five years); affiliated directors like Mackesy are excluded from this guideline .
Governance Assessment
- Strengths:
- Independent director under NYSE rules with PE leadership and M&A expertise; serves on a fully independent Compensation Committee .
- Board/committee attendance threshold met (≥75% in 2024); committee structure/charters in place .
- No CWAN director fees or stock awards paid to Mackesy due to Principal Equity Owner affiliation, mitigating direct pay-related conflicts at the issuer level .
- Compensation Committee engages an independent consultant (Aon) with no identified conflicts; Mackesy is a member of this committee .
- Risk indicators / watch items:
- Principal Equity Owner influence: Welsh Carson maintains significant combined voting power (entities affiliated with Welsh Carson: 35.0%) and retains nomination/committee designation rights, which can influence governance dynamics even though CWAN is no longer a controlled company .
- Related-party framework: Appointment pursuant to WCAS nomination rights; however, CWAN has an Audit Committee-led policy for reviewing related-party transactions .
- Interlocks: Overlap at LINQ with another CWAN director (Hooper) suggests a tight network—valuable for information flow but merits monitoring for potential alignment or groupthink risks .
No red flags were disclosed regarding legal proceedings, option repricings, or director-specific hedging/pledging; CWAN’s policy restricts such activities absent pre-approval . No say-on-pay data was presented in 2025 filings reviewed; the 2025 annual meeting primarily covered director elections and auditor ratification .