Jacques Aigrain

About Jacques Aigrain

Jacques Aigrain, age 70, has served as an independent director of Clearwater Analytics Holdings, Inc. since 2021 (including pre‑IPO service at CWAN Holdings, LLC). He holds a master’s degree in economics from Paris Dauphine University and a PhD in economics from Sorbonne University. He is designated by CWAN’s Board as an audit committee financial expert and will chair the Audit Committee following the 2025 Annual Meeting. His core credentials span CEO experience at Swiss Re and 20 years in senior global leadership roles at JP Morgan Chase & Co.

Past Roles

External Roles

Board Governance

• Board independence: CWAN’s Board is majority independent; all directors except the CEO are independent. Aigrain is independent and designated an “audit committee financial expert.”
• Committees and chair roles:
  • Current Audit Committee: Kathleen A. Corbet (Chair), Jacques Aigrain, Lisa Jones.
  • Post‑Annual Meeting Audit Committee: Jacques Aigrain (Chair), Mukesh Aghi, Lisa Jones.
• Meetings and attendance: 2024—Board: 8; Audit: 9; Compensation: 4; Nominating & Governance: 4. Each director attended ≥75% of meetings of the Board/committees on which they served.
• Policies:
  • Insider trading policy with anti‑hedging and anti‑pledging restrictions for directors (options/short sales prohibited; pledging requires pre‑approval).
  • Code of Ethics; Anti‑Corruption policy.
  • Audit Committee risk oversight, including cybersecurity.
• 2025 Director election outcomes (signal of investor support):
  • Votes for Aigrain: 388,016,414.90; Votes withheld: 88,414,867; Broker non‑votes: 11,786,032.

Fixed Compensation

Notes:

• In Feb 2025, Board approved an additional RSU grant to each serving director (not affiliated with Principal Equity Owners) equal to 0.75× the Annual Director Equity Retainer Amount, vesting one‑third annually over 3 years. New directors to receive 1.75× RSU value with similar 3‑year vesting.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expert: Board designated Aigrain as an “audit committee financial expert” with requisite NYSE financial sophistication.
• Leadership: Former CEO (Swiss Re), senior banking executive (JP Morgan); governance experience chairing multiple public companies.
• Regulatory and risk oversight: Experience on audit committees of public companies, including as chair; CWAN Audit Committee oversees controls, financial reporting, related‑party approvals, and cybersecurity risk.

Equity Ownership

Insider Trades

Fixed vs Equity Mix (2024; signal for alignment)

Calculation uses disclosed 2024 amounts; directors received no options in 2024.

Governance Assessment

• Strengths:
  • Independent director with deep financial expertise; designated audit committee financial expert.
  • Will serve as Audit Committee Chair, enhancing oversight of financial reporting, related‑party transactions, and cybersecurity.
  • High ownership alignment via meaningful director RSU program; anti‑hedging/pledging policy reduces misalignment risk.
  • Board majority independent; committees fully independent; robust meeting cadence with ≥75% attendance by each director in 2024.
• Watch items / potential red flags:
  • Multiple concurrent chair roles (LyondellBasell, Tradeweb) increase time‑commitment demands; monitor attendance and committee workload for overboarding risk (attendance met ≥75% in 2024).
  • 2025 election results show comparatively higher “withhold” votes for Aigrain vs other CWAN nominees (88.4M withheld vs 65.5M for Jones and 3.5M for Aghi), which may warrant investor engagement and transparency as Audit Committee leadership transitions.
  • CWAN’s historical Stockholders’ Agreement and principal equity owner influences persist in certain governance provisions; however, CWAN is no longer a controlled company and committees are fully independent.
• Shareholder signals:
  • Prior say‑on‑pay support was strong (≈92% in 2024), but equity usage concerns were noted; Board reduced NEO grant sizes and shifted cadence to annual grants—positive governance responsiveness.

Related Party Exposure

• No Aigrain‑specific related‑party transactions disclosed. The Audit Committee reviews/approves related‑party transactions; CWAN disclosed historical services agreements with principal equity owners (management fees), but not director‑specific transactions.

Director Compensation Policy Details and Vesting

• Annual director RSUs valued at $200,000, granted at the Annual Meeting and vest at the next Annual Meeting; 2024 grant: 10,334 RSUs to Aigrain.
• Additional RSU grant approved in Feb 2025 for serving directors (0.75× of Annual Director Equity Retainer Amount), vesting one‑third annually over three years; new directors receive 1.75× RSU value with similar vesting.
• No director stock options granted in 2024; Aigrain holds 69,800 prior options outstanding.
• Reimbursements: reasonable out‑of‑pocket expenses for Board service.

Committee Assignments (Detail)

Director Election Outcomes (2025)

Policies Relevant to Investor Confidence

• Director stock ownership guidelines: 5× annual cash retainer within 5 years (measured annually); directors not affiliated with WCAS/Warburg/Permira are subject to the guideline.
• Anti‑hedging/anti‑pledging restrictions for directors; short sales/options prohibited; pledging requires pre‑approval.
• Audit Committee charter includes oversight of internal controls, disclosure controls, independence of auditor, approval of audit/non‑audit services, risk oversight (including cybersecurity), and related‑party transactions.

Summary Signal

Aigrain’s impending Audit Committee chairship, deep financial expertise, and substantial external board leadership are positives for oversight quality. The relatively higher withhold votes in 2025 highlight a need for proactive shareholder engagement as he assumes Audit Committee leadership, particularly around financial reporting, cybersecurity oversight, and equity compensation governance.