Eric Lee
About Eric Lee
Eric Lee, 53, is Chair of the Board at Clearwater Analytics and has served as chair since September 2016 (including CWAN Holdings, LLC pre-IPO); he has been a Class III director since 2021 with his current term expiring in fiscal year 2027. He is a General Partner at Welsh, Carson, Anderson & Stowe (WCAS) since 1999, previously in Goldman Sachs’ M&A and High Technology investment banking groups (1995–1999), and holds a bachelor’s degree from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welsh, Carson, Anderson & Stowe (WCAS) | General Partner; helped lead Technology investment team | 1999–present | Served on WCAS Management, Investment, and Finance Committees |
| Goldman Sachs & Co. | Investment Banker, M&A and High Technology | 1995–1999 | Corporate finance and M&A exposure |
| Clearwater Analytics (CWAN) | Board Chair | Since Sep 2016 | Board leadership and oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporate and non-profit boards (unspecified) | Director | Not disclosed | Experience includes executive, audit, compensation, acquisition, and governance committees; specific boards not named in proxy |
Board Governance
- Committee leadership and independence
- Lee chairs both the Compensation Committee and the Nominating and Corporate Governance Committee; he is not on the Audit Committee .
- The Board has determined each member of the Compensation Committee (including Mr. Lee) and the Nominating & Corporate Governance Committee is independent under SEC/NYSE rules; all standing committees are fully independent .
- Meetings and attendance
- In 2024: Board held 8 meetings; Audit 9; Compensation 4; Nominating & Corporate Governance 4. Each director attended at least 75% of meetings of the Board and their committees .
- Leadership structure and evaluations
- The roles of Chair and CEO are separated; Lee focuses on Board oversight while the CEO focuses on operations .
- Annual performance evaluations of the Board and committees are coordinated by the Nominating & Corporate Governance Committee (2024 evaluations conducted in February 2024; 2025 evaluations planned for second half of 2025) .
| Committee | Membership | Role |
|---|---|---|
| Audit | — | — |
| Compensation | Yes | Chair |
| Nominating & Corporate Governance | Yes | Chair |
Fixed Compensation
| Component | Policy for Non‑Affiliated Directors | Eric Lee (2024) |
|---|---|---|
| Annual cash retainer | $40,000 per year | — (affiliated; did not receive director compensation) |
| Audit Committee member retainer | $10,000 per year | — |
| Audit Committee chair retainer | $20,000 per year | — |
| Annual RSU grant | $200,000 grant value; 2024 grants of 10,334 RSUs to eligible directors; vest at next AGM | — |
| New director RSU (2025 policy) | 1.75× annual equity retainer at joining; vest 1/3 annually over 3 years | — |
| Additional RSU for serving directors (2025 policy) | 0.75× annual equity retainer; vest 1/3 annually over 3 years | — |
Messrs. Lee, Davis, Hooper, Mackesy and Young are affiliated with Principal Equity Owners and did not receive any compensation for Board service in 2024 .
Performance Compensation
- As Compensation Committee Chair, Lee oversees the executive compensation framework, including annual incentives and long‑term equity (RSUs and PSUs), with the Committee issuing the Compensation Committee Report and engaging independent consultant Aon (assessed as independent, no conflicts) .
| PSU Performance Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Annual revenue growth (one‑year) | 18%–<20% → 80% earning | 20%–<23% → 100% earning | ≥23% → 110% earning |
| NEO | 2024 PSUs Earned (#) |
|---|---|
| Sandeep Sahai | 393,759 |
| James Cox | 173,786 |
| Scott Erickson | 125,231 |
| Souvik Das | 118,750 |
| Subi Sethi | 90,100 |
- 2024 annual cash incentive payouts reflected scorecard achievements (e.g., CEO 105% → $823,284; others ranged 90%–104%) and Board‑approved one‑time discretionary bonuses in 2025 recognizing extraordinary 2024 achievements .
Other Directorships & Interlocks
| Item | Detail | Implication |
|---|---|---|
| Stockholder control status | CWAN is no longer a “controlled company”; Warburg Pincus and Permira lost designation rights as ownership declined | Greater independence vs. prior controlled status |
| Welsh Carson rights | WCAS may designate two Board members while owning >5% of outstanding common stock | Ongoing influence on Board composition |
| Committee access | WCAS director nominees are entitled to be on all committees (subject to exceptions) | Heightened committee presence for WCAS nominees |
| Indemnification | Company agreed to indemnify Principal Equity Owners and certain affiliates for specified losses related to shareholdings | Potential perceived conflict protection for PE sponsors |
Expertise & Qualifications
- Technology investing (SaaS/software, fintech), corporate finance, and M&A; extensive governance experience across corporate and non‑profit boards, including executive, audit, compensation, acquisition, and governance committees .
- Education: bachelor’s degree from Harvard College .
Equity Ownership
| Holder | Class A Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Eric Lee | 531,457 | <1% | Beneficial ownership as of April 25, 2025 |
| Holder | Direct Class A | Direct Class C | Trust Class A | Trust Class C |
|---|---|---|---|---|
| Eric Lee | 235,849 | 166,771 | 75,471 | 53,366 |
- Shares outstanding as of April 25, 2025: Class A 254,584,339; Class D 16,155,059; LLC Interests 12,542,110 (with corresponding Class C) .
- Anti‑hedging and anti‑pledging: Directors are prohibited from short sales and trading in publicly traded options; hedging and pledging require pre‑approval per Insider Trading Policy .
- Director stock ownership guidelines: Apply to directors not affiliated with WCAS, Warburg Pincus or Permira—require holdings equal to 5× annual cash retainer within a 5‑year phase‑in starting September 2022 (compliance measured annually). Affiliated directors (including Lee) are not covered by these guidelines .
Governance Assessment
- Strengths
- Separation of Chair and CEO roles enhances oversight and accountability .
- Committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; Board determined Lee meets independence requirements for his committee roles .
- Structured annual Board and committee self‑evaluations (2024 completed; 2025 planned) .
- Formal anti‑hedging/anti‑pledging policy reduces alignment risks from derivatives or collateralization .
- Use of independent compensation consultant (Aon) with no identified conflicts; performance metrics for PSUs tied to revenue growth with disclosed thresholds .
- Risks and potential red flags
- Affiliation with Welsh Carson: Lee is a WCAS General Partner; WCAS holds 18,958,356 Class D shares with 35.0% combined voting power, retains rights to designate Board members, and nominees are entitled to committee membership—this concentration and structural access may create perceived influence over compensation and governance despite formal independence determinations .
- Director compensation and ownership guidelines: Lee receives no director cash or equity compensation due to affiliation, and director ownership guidelines exclude affiliated directors—reducing the direct pay‑for‑performance alignment mechanisms that apply to unaffiliated directors (though Lee has disclosed beneficial ownership) .
- Related party oversight: While the Audit Committee reviews/approves related person transactions and the Related Parties policy captures entities where directors are general partners or hold ≥5% interests, the existence of sponsor indemnification and historical designation rights heightens monitoring needs for conflicts .
Board meeting attendance met or exceeded 75% for each director in 2024; committee activity levels indicate active engagement .