Jim Cox
About Jim Cox
Jim Cox, age 53, has served as Clearwater Analytics’ Chief Financial Officer since April 2019 and holds a bachelor’s degree in economics from Ohio University . Under his finance leadership, CWAN delivered 2024 revenue of $451.8 million (+23% YoY), Adjusted EBITDA of $145.7 million (+38% YoY, 32% margin), net revenue retention of 116%, and gross revenue retention of 98% . These results exceeded company scorecard targets for revenue, Adjusted EBITDA, and non‑GAAP gross profit in 2024, supporting pay‑for‑performance incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Advent Software | Chief Financial Officer | 2009–2016 | Led finance through sale to SS&C; senior public company CFO experience |
| Lithium Technologies | Chief Financial Officer | Not disclosed | CFO roles across SaaS; scaling finance and operations |
| Glassdoor | Chief Financial Officer | Not disclosed | CFO roles across growth companies |
| Doximity | Chief Financial Officer | Not disclosed | CFO experience in tech/health tech |
| PricewaterhouseCoopers | Public accounting | Not disclosed | Foundation in audit/accounting |
External Roles
None disclosed in company filings for Jim Cox .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 425,000 | 425,000 |
| Target annual incentive ($) | 400,000 | 400,000 |
| Actual annual incentive payout ($) | 388,000 | 416,000 |
| Special discretionary bonus ($) | — | 100,000 |
Performance Compensation
Annual Cash Incentive (Scorecard outcomes, 2024)
| Metric | Target ($mm) | Actual ($mm) | Achievement (%) | Notes |
|---|---|---|---|---|
| Revenue | 432.7 | 451.8 | 104 | Company‑level metric exceeded target |
| Adjusted EBITDA | 135.4 | 145.7 | 108 | Company‑level metric exceeded target |
| Non‑GAAP Gross Profit | 335.1 | 353.5 | 105 | Company‑level metric exceeded target |
| NRR | Not disclosed | 116% | Not disclosed | Included in CFO scorecard; specific target not disclosed |
| Stat Reporting & Compliance | Not disclosed | Not disclosed | Not disclosed | Added to drive remediation of 2023 material weakness; CFO metric |
| Compliance | Not disclosed | Not disclosed | Not disclosed | CFO metric |
CFO payout calculation: scorecard achievement of 104% × $400,000 target = $416,000 payout (paid Feb 2025) .
Equity Incentive Structure (2024 grants)
| Vehicle | Allocation | Grant date | Threshold | Target | Max | Vesting terms |
|---|---|---|---|---|---|---|
| PSUs | 50% | 2/28/2024 | 37,500 shares | 50,000 shares | 55,000 shares | One‑third vests annually over 3 years, each tranche earned on 1‑year revenue growth (18% → 80%, 20–23% → 100%, ≥23% → 110%) |
| RSUs | 50% | 2/28/2024 | — | 50,000 shares | — | Vests in equal quarterly installments beginning 3/31/2024 (time‑based) |
PSU vesting thresholds (earning percentage):
| Level | Revenue growth | Earning % |
|---|---|---|
| Below threshold | <18% | 0% |
| Threshold | ≥18% and <20% | 80% |
| Target | ≥20% and <23% | 100% |
| Maximum | ≥23% | 110% |
Certification and vesting for 2024 performance: CWAN revenue growth was 22.7% in 2024; the 2024 PSU tranches vested at 100% of target, certified on February 19, 2025. Jim Cox had 173,786 PSUs certified across his outstanding PSU awards at that date .
Multi‑year grant context
| Grant year | PSUs (#) | RSUs (#) |
|---|---|---|
| 2023 | 308,678 | 308,679 |
| 2024 | 50,000 | 50,000 |
Committee reduced NEO equity grant sizes in 2024 and began transitioning to annual grant cadence to lower stock‑based compensation as a % of revenue over time .
Equity Ownership & Alignment
Beneficial ownership and instruments
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A shares) | 1,438,730; represents less than 1% of outstanding shares/voting power |
| Stock options (as of 12/31/2024) | Exercisable: 568,395 (5/20/2019, $4.40); 175,948 (1/21/2020, $4.40); 428,385 (3/8/2021, $12.40) |
| Stock options unexercisable (as of 12/31/2024) | 32,161 (1/21/2020); 9,115 (3/8/2021) |
| Unvested RSUs (as of 12/31/2024) | 106,341 (9/24/2021); 70,894 (9/24/2021); 231,509 (2/20/2023); 37,500 (2/28/2024) |
| Unearned PSUs outstanding (max basis) | 113,182 (2/20/2023 awards); 36,666 (2/28/2024 awards) |
| 2024 realization from equity | 256,655 shares from option exercises ($5,191,372 value); 316,626 shares from stock vesting ($6,267,173 value) |
| Pledging/Hedging | Company policy prohibits hedging and pledging without pre‑approval; employees and directors are prohibited from publicly‑traded options and short sales |
| Ownership guidelines | 2× base salary for executive officers; RSUs count (vested and unvested); PSUs do not count; measured annually after 5‑year phase‑in |
| Insider trading activity | Form 4s filed Feb 21, 2024 for sales effected under Rule 10b5‑1 trading plans (Cox and CEO) |
Employment Terms
| Provision | Detail |
|---|---|
| Employment status | At‑will; agreement sets initial salary and target bonus; severance on certain terminations |
| Severance (no change‑in‑control) | Cash severance equal to six months base salary ($212,500 based on 2024 base) |
| Severance (with change‑in‑control + qualifying termination) | Equity acceleration value estimated at $15,334,847; cash severance $212,500 (illustrative as of 12/31/2024) |
| Change‑in‑control (without termination) | Accelerates vesting of unvested options (per IPO‑amended terms) |
| Equity acceleration mechanics | RSUs/PSUs under 2021 Plan are double‑trigger (accelerate upon involuntary termination in connection with change‑in‑control) |
| Restrictive covenants | Non‑compete during employment and 12 months after; non‑solicit during employment and 18 months after; perpetual confidentiality; mutual non‑disparagement for certain officers |
| Clawback | NYSE Rule 10D‑compliant clawback for erroneously awarded incentive compensation upon restatement (3 prior years) |
| Tax gross‑ups | No excise tax gross‑ups; parachute payments reduced to avoid Section 4999 excise taxes (cutback) |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($mm) | 368.2 | 451.8 |
| ARR ($mm) | 379.1 | 474.9 |
| Net Revenue Retention (%) | 107 | 116 |
| Gross Revenue Retention (%) | 98 | 98 |
| Adjusted EBITDA ($mm) | 105.9 | 145.7 |
| Adjusted EBITDA Margin (%) | 29 | 32 |
CFO remarks reinforced margin expansion, ARR growth, and cash generation into 2025; he guided FY2025 consolidated revenue and EBITDA with acquisition impacts and highlighted expected interest, depreciation/amortization, and equity comp cadence post‑deals .
Compensation Committee Analysis and Governance
- Compensation Committee comprised entirely of independent directors; chaired by Eric Lee .
- Aon Human Capital Solutions engaged as independent compensation consultant; Committee assessed and confirmed independence with no conflicts .
- Peer group of 20 fintech/application software companies used as market reference for 2024 decisions (e.g., APPF, BL, CCCS, CFLT, GWRE, NCNO, PCTY, QTWO, VERX, etc.) .
- Say‑on‑pay approval ~92% at the 2024 annual meeting; Committee reduced NEO equity grant sizes and began transition to annual grant cadence in response to shareholder feedback .
Risk Indicators & Red Flags
- Late Section 16(a) filings disclosed for certain Form 4s (including Cox), though sales were under 10b5‑1 plans .
- Anti‑hedging/anti‑pledging policy and double‑trigger equity acceleration mitigate misalignment and termination windfalls .
- No option repricing or discounted options; options issuance to NEOs ceased post‑IPO with focus on RSUs/PSUs .
- Related party transaction oversight resides with the Audit Committee per policy; no Cox‑specific related party transactions disclosed .
Investment Implications
- Strong pay‑for‑performance alignment: CFO’s 2024 incentive payout (104% of target) tied to exceeding company scorecard metrics; PSUs vest on annual revenue growth with 2024 certification at 100% of target . This supports disciplined growth and margin expansion incentives.
- Reduced equity grant sizes in 2024 vs 2023 lower future stock‑based comp and potential insider selling pressure, while quarterly RSU vesting creates ongoing but predictable supply; monitor continued 10b5‑1 sales cadence .
- Ownership alignment is meaningful via RSUs/PSUs and options; anti‑pledging policy limits collateralization risk; executive ownership guidelines (2× salary) promote retention, though individual compliance status isn’t disclosed .
- Change‑in‑control economics balance retention and shareholder alignment: double‑trigger for RSUs/PSUs and single‑trigger option acceleration; severance is modest (six months base) for CFO, limiting golden parachute risk .
- Governance quality is solid with independent committees and external consultant, and shareholder feedback already influencing equity grant practices; continued tracking of say‑on‑pay and any TRA-related items is prudent .